Common use of Section 409A Clause in Contracts

Section 409A. It is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision of this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” within the meaning of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). 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 such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A and of the guidance issued thereunder Code (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent to be in compliance therewith. If the Executive notifies the Employer (with such intent. In specificity as to the event reason therefor) that the Executive believes that any provision of this Agreement is subject (or of any award of compensation, including equity compensation or benefits) would cause the Executive to but fails 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 Company may revise maximum extent reasonably possible, maintain the terms original intent and economic benefit to the Executive and the Employer of the applicable provision to correct such noncompliance to without violating the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account provisions of such noncompliance. Provided, however, that in Code Section 409A. In no event whatsoever shall the Company Employer be liable for any additional tax, interest or penalty that may be imposed upon or other detriment suffered by on the Executive under by Code Section 409A or damages for failing to comply with Code Section 409A. Solely for purposes of determining the time and form of payments due the Executive With respect to any payment or benefit considered to be nonqualified deferred compensation under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s Section 409A, a termination of employment with the Company, the Executive shall not be deemed to have incurred 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 and until the Executive shall incur such termination is also a “separation from service” within the meaning of Code Section 409A. The parties agree409A and, as permitted 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 accordance 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 final regulations thereunder, 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 occur when not be made or provided until the Executive 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 Company reasonably anticipate that date of the Executive’s level death, to the extent required under Code Section 409A. Upon the expiration of bona fide services for the Company foregoing delay period, all payments and benefits delayed pursuant to this Section 23 (whether as an employee they would have otherwise been payable in a single sum or an independent contractorin installments in the absence of such delay) will permanently decrease shall be paid or reimbursed to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements lump sum, and in-kind any remaining payments and benefits provided due under this Agreement shall be made paid or provided in accordance with the requirements of Section 409A to 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 reimbursements expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits are shall not be subject to Section 409Aliquidation or exchange for another benefit, includingand (C) no such reimbursement, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar reimbursement, or in-kind benefits provided in any taxable year may not shall in any way affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Code Section 409A, the Executive’s right to receive any installment payment under 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 (e.g., “payment shall be made within ninety (90) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company.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. It (a) To the extent applicable, it is intended that payments and benefits under this the Agreement either be excluded from or comply with the requirements provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). The Agreement will be administered and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent with such this intent. In the event that , and any provision of this that would cause the Agreement is subject to but fails fail to satisfy Section 409A will have no force and effect until amended to comply with Section 409A, the Company therewith (which amendment may revise the terms of the provision to correct such noncompliance be retroactive to the extent permitted under any guidanceby Section 409A). Notwithstanding anything contained herein to the contrary, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means Executive shall not be considered to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall have terminated employment with the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time Agreement and form of no payments shall be due the to Executive under this the Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the which are payable upon Executive’s termination of employment with the Company, the unless Executive shall not would be deemed considered to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” from the Company within the meaning of Section 409A. The parties agree, as permitted in accordance with 409A and the final regulations thereunder, phrase “termination of employment” or similar phrases shall be construed to mean a “separation from service.” shall occur when To the Executive and extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, during any time in which stock of the Company reasonably anticipate is publicly-traded on any established securities market or otherwise (and pursuant to which Section 409A(a)(2)(B)(i) applies and not excepted under applicable Treasury Regulations), amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Agreement during the six-month period immediately following Executive’s level termination of bona fide services employment shall instead be paid on the first business day after the date that is six months following Executive’s termination of employment (or upon Executive’s death, if earlier). In addition, for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) purposes of the average level of bona fide services performed by Agreement, each amount to be paid or benefit to be provided to Executive pursuant to the Executive for the Company over the immediately preceding thirty-six (36) months. The determination of whether and when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements construed as a separate identified payment for purposes of Section 409A 409A. With respect to expenses eligible for reimbursement under the extent that such reimbursements or in-kind benefits are subject to Section 409Aterms of the Agreement, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of such expenses eligible for reimbursement during a calendar in any taxable year may shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any other calendar year; (iii) the reimbursement reimbursements of an eligible expense will such expenses shall be made on or before no later than the last day end of the calendar year following the calendar year in which the expense is related expenses were incurred; and (iv) , except, in each case, to the extent that the right to reimbursement is does not subject to set off or liquidation or exchange provide for any other benefit. For purposes a “deferral of compensation” within the meaning of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.409A.

Section 409A. It is intended that payments and benefits under this Agreement either be excluded from or will comply with the requirements of Section 409A of the Code (and the guidance any regulations and guidelines issued thereunder and, accordinglythereunder), to the maximum extent permittedthe Agreement is subject thereto, this and the Agreement shall be interpreted on a basis consistent with such intent. In Notwithstanding any provision to the event contrary in this Agreement, if Employee is deemed on the date of his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service,” or (ii) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 26 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to Employee in a lump sum and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of this Agreement is subject to but fails the contrary, to the extent required to comply with Section 409A, the Company may revise the terms 409A of the provision to correct such noncompliance to the extent permitted under any guidanceCode or an exemption thereto, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including Employee’s entitlement to any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s compensation payable upon his termination of employment, Employee’s employment with the Company, the Executive shall not will be deemed to have incurred a termination terminated on the date of employment unless and until the Executive shall incur a Employee’s “separation from service” (within the meaning of Treas. Reg. Section 409A. The parties agree, as permitted in accordance 1.409A-1(h)) with the final regulations thereunderCompany. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a “separation from service” separate payment for purposes of Section 409A of the Code. No action or failure to act, pursuant to this Section 26 shall occur when subject the Executive Company to any claim, liability, or expense, and the Company reasonably anticipate that shall not have any obligation to indemnify or otherwise protect Employee from the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease obligation to no more than forty percent (40%) pay any taxes pursuant to Section 409A of the average level of bona fide services performed by the Executive for the Company over the immediately preceding thirty-six (36) monthsCode. The determination of whether and when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and With respect to any reimbursement or in-kind benefits provided under this Agreement shall be made or provided in accordance with benefit arrangements of the requirements Company that constitute deferred compensation for purposes of Section 409A to of the extent that such reimbursements Code, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits are subject to Section 409Aprovided, including, where applicable, the requirements that: (i) under any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified such arrangement in this Agreement); (ii) the amount of expenses eligible for reimbursement during a one calendar year may not affect the expenses amount eligible for reimbursement reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year; year (iiiexcept that the health and dental plans may impose a limit on the amount that may be reimbursed or paid if such limit is imposed on all participants), (ii) the any reimbursement of an eligible expense will must be made on or before the last day of the calendar year following the calendar year in which the expense is was incurred; , and (iviii) the right to reimbursement or in-kind benefits is not subject to set off or liquidation or exchange for any other another benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. It Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that payments and the payment of the benefits under this Agreement set forth herein shall either be excluded from exempt from, or in the alternative, comply with with, the requirements of Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision of this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in Code of 1986, as amended (the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes“Code”), interest or penalties that would otherwise be incurred by and the Executive on account of such noncompliancepublished guidance thereunder (“Section 409A”). Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s A termination of employment with the Company, the Executive shall not be deemed to have incurred 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 that are considered “nonqualified deferred compensation” under Section 409A unless and until the Executive shall incur such termination is also a “separation from service” within the meaning of Section 409A. The parties agree409A and, as for purposes of any such provision of this Agreement, references to a “termination,” “Termination Date” or like terms shall mean “separation from service.” Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A on the date of Executive’s “separation from service,” any payments or arrangements due upon a termination of Executive’s employment under any arrangement that constitutes a “nonqualified deferral of compensation” within the meaning of Section 409A and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption or the permitted in accordance with payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the final regulations thereunder, a earlier of (a) the date which is six months after Executive’s “separation from service” shall occur when for any reason other than death, or (b) the Executive and the Company reasonably anticipate that the date of Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h)death. All reimbursements and intax gross-kind benefits up payments provided under this Agreement or any other agreement with Executive shall be made or provided by the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes, in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.409A.

Section 409A. It is intended that All severance payments and benefits under this Agreement either to be excluded from or comply with the requirements of Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision of this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed made upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur under this Agreement may be made only upon a “separation from of service” within the meaning of Section 409A. The parties agree, as permitted in accordance with 409A of the final regulations thereunder, a “separation from service” shall occur when the Executive Code and the Company reasonably anticipate that Department of Treasury regulations and other guidance promulgated thereunder. Notwithstanding any provision to the Executive’s level of bona fide services for contrary in this Agreement, if Employee is deemed by the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) at the time of the 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 when a Employee’s separation from service has occurred shall to be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation “specified employee” for purposes of Code Section 1.409A-1(h401A(a)(2)(B)(i). All reimbursements and in-kind , to the extent delayed commencement of any portion of the benefits provided to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), such portion of Employee’s benefits shall not be made or provided in accordance with the requirements of Section 409A to Employee prior to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: earlier of (i) any reimbursement is for expenses incurred during the Executiveexpiration of the six-month period measured from the date of Employee’s lifetime (“separation of service” with the Company or during a shorter period of time specified in this Agreement); (ii) the amount date of expenses eligible for reimbursement during a calendar year may not affect Employee’s death. Upon the expenses eligible for reimbursement in any other calendar year; (iii) first business day following the reimbursement of an eligible expense will be made on or before the last day expiration of the calendar year following applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 5 shall be paid in a lump sum to Employee, and any remaining payments due under 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 benefitAgreement shall be paid as otherwise provided herein. 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 any receive installment payment payments 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 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 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 to Employee under Section 409A of the Code. Notwithstanding anything to the contrary contained herein, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Code Section 409A a delay in a payment under this Agreement specifies or a payment period change in the form of payment, then such amendment must be done in a manner that complies with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”Code Section 409A(a)(4)(C), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. It This Agreement is intended that to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments and benefits provided under this Agreement either may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from or comply with the requirements of Section 409A and the guidance issued thereunder and, accordingly, 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 permittedpossible. For purposes of Section 409A, each installment payment provided under this Agreement shall be interpreted consistent with such intenttreated as a separate payment. In the event that any provision of Any payments to be made under this Agreement is subject to but fails to upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, 409A and in no event shall the Company may revise the terms be liable for all or any portion of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, penalties, interest or penalties other expenses that would otherwise may be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply non-compliance with Section 409A. Solely for purposes Notwithstanding any other provision of determining the time and form of payments due this Agreement, if any payment or benefit provided to the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s his termination of employment with the Company, the Executive shall not be deemed is determined to have incurred a termination of employment unless and until the Executive shall incur a constitute “separation from servicenonqualified deferred compensation” within the meaning of Section 409A. 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date (the “Specified Employee Payment Date”). The parties agreeaggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum, as permitted with interest at the New York statutory rate, on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. To the final regulations thereunderextent that any reimbursements pursuant to Section 3(e) are taxable to Executive, a “separation from service” shall occur when any such reimbursement payment due to the Executive and shall be paid to the Executive as promptly as practicable consistent with Company reasonably anticipate that practice following the Executive’s level appropriate itemization and substantiation of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph expenses incurred, and in a manner consistent with Treasury Regulation Section 1.409A-1(h). 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 such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made all events on or before the last day of the calendar Executive’s taxable year following the taxable year in which the related expense is was incurred; and (iv. The reimbursements pursuant to Section 3(e) the right to reimbursement is are not subject to set off or liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Companytaxable year.

Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A of the Code and the regulations and guidance issued promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent to be in compliance therewith. If the Executive notifies the Employer (with such intent. In specificity as to the event reason therefor) that the Executive believes that any provision of this Agreement is subject (or of any award of compensation, including equity compensation or benefits) would cause the Executive to but fails 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 Company may revise maximum extent reasonably possible, maintain the terms original intent and economic benefit to the Executive and the Employer of the applicable provision to correct such noncompliance to without violating the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account provisions of such noncompliance. Provided, however, that in Code Section 409A. In no event whatsoever shall the Company Employer be liable for any additional tax, interest or penalty that may be imposed upon or other detriment suffered by on the Executive under by Code Section 409A or damages for failing to comply with Code Section 409A. Solely for purposes of determining the time and form of payments due the Executive With respect to any payment or benefit considered to be nonqualified deferred compensation under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s Section 409A, a termination of employment with the Company, the Executive shall not be deemed to have incurred 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 and until the Executive shall incur such termination is also a “separation from service” within the meaning of Code Section 409A. The parties agree409A and, as permitted 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 accordance 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 final regulations thereunder, 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 occur when not be made or provided until the Executive 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 Company reasonably anticipate that date of the Executive’s level death, to the extent required under Code Section 409A. Upon the expiration of bona fide services for the Company foregoing delay period, all payments and benefits delayed pursuant to this Section 25 (whether as an employee they would have otherwise been payable in a single sum or an independent contractorin installments in the absence of such delay) will permanently decrease shall be paid or reimbursed to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements lump sum, and in-kind any remaining payments and benefits provided due under this Agreement shall be made paid or provided in accordance with the requirements of Section 409A to 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 reimbursements expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits are shall not be subject to Section 409Aliquidation or exchange for another benefit, includingand (C) no such reimbursement, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar reimbursement, or in-kind benefits provided in any taxable year may not shall in any way affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Code Section 409A, the Executive’s right to receive any installment payment under 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 (e.g., “payment shall be made within ninety (90) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company.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. It is intended Notwithstanding any other provision in the Agreement to the contrary, if and to the extent that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A and is deemed to apply to any benefit under the guidance issued thereunder andAgreement, accordinglyit is the general intention of the Companies that such benefits shall, to the maximum extent permittedpracticable, this comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be interpreted consistent permitted unless such deferrals are in compliance with such intent. or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any provision stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of this Agreement is deferred compensation subject to but fails Section 409A to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance be made to the extent permitted under any guidance, procedure or other method promulgated by Executive upon a separation from service may not be made before the Internal Revenue Service now or in the future or otherwise available date 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 on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with is 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 subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or 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 employment” or similar phrases will be interpreted in accordance with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a term “separation from service” within as defined under Section 409A if and to the meaning extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. The parties agreeTo the extent not otherwise specified in the Agreement, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company all (whether as an employee or an independent contractorA) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and (B) in-kind benefits provided under this the Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: requirement that (i1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this the Agreement); (ii2) the amount of expenses eligible for reimbursement reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement reimbursement, or in kind benefits to be provided, in any other calendar year; (iii3) the reimbursement of an eligible expense will shall be made on or before no later than the last day of the calendar year following the year in which the expense is incurred; and (iv4) the right to reimbursement or in kind benefits is not subject to set off or liquidation or exchange for any other 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 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, and in no event will the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g.Companies, “payment shall be made within ninety (90) days following the date of termination”)its or their Affiliates, the actual date Board, the Committee, the board of payment within the specified period shall be within the sole discretion directors of the Company, nor its or their designees or agents be liable for all or any 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 Code Section 409A shall be paid under the applicable exception.

Section 409A. It This Agreement is intended that payments and benefits under this Agreement either be excluded from or to comply with the requirements of Section 409A of the Code (“Section 409A”), and the Parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued thereunder andunder 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, accordinglythe remaining provisions of this Agreement shall remain in effect, to the maximum extent permitted, and this Agreement shall be interpreted consistent with such intent. In administered and applied as if the event that any provision 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 a substituted provision would not cause this Agreement is subject to but fails fail to comply with Section 409A, the Company may revise the terms of the provision to correct and, upon so agreeing, shall incorporate such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliancesubstituted provisions into this Agreement. Provided, however, that in In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed upon or other detriment suffered on you by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s A termination of your employment with the Company, the Executive hereunder shall not be deemed to have incurred occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment unless and until the Executive shall incur such termination is also a “separation from service” within the meaning of Section 409A. The parties agree409A and, as permitted in accordance with for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” In the final regulations thereunderevent 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 meaning of Section 409A and, at the time of your “separation from service” you are a “specified employee” within the meaning of Section 409A, then any such payments or benefits shall occur when be delayed until the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) six-month anniversary of the average level date of bona fide services performed by the Executive for the Company over the immediately preceding thirty-six (36) months. The determination of whether and when a your “separation from service has occurred service.” Each payment made under this Agreement shall be made in accordance with this subparagraph and in designated as a manner consistent with Treasury Regulation “separate payment” within the meaning of Section 1.409A-1(h). 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 such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to you shall in no event be paid later than the end of 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, including, where applicable, the requirements that: (i) any right to reimbursement is or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) another benefit and the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during a calendar any taxable year may shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, respectively, in any other calendar taxable year; (iii. In the event that any payment(s) from the reimbursement Company to you is conditioned upon your execution and non-revocation of an eligible expense will be made on or before the last day a general release of the calendar year following the year claims 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. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion favor of the Company, and the period you have to sign and/or revoke such release spans two calendar years, the Company will pay (or begin paying you, as applicable) such payment(s) as soon as possible but in no event earlier than the beginning of such second calendar year.

Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement either comply with, or be excluded from or comply with the requirements of exempt from, Internal Revenue Code Section 409A and the regulations and guidance issued promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intentto be in compliance therewith. In the event that any provision of amount due to you under this Agreement or other arrangement with the Company is subject deemed to but fails be deferred compensation pursuant to Section 409A of the Internal Revenue Code of 1986, as amended, the parties agree to make such amendments as are necessary to comply with the requirements of Code Section 409A, so long as such amendments maintain the original intent and economic benefit to you and the Company may revise the terms of the applicable provision to correct such noncompliance to without violating the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account provisions of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Code Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s A termination of employment with the Company, the Executive shall not be deemed to have incurred occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit that constitutes “nonqualified deferred compensation” upon or following a termination of employment unless and until the Executive shall incur such termination is also a “separation from service” within the meaning of Code Section 409A. The parties agree409A and, as permitted 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 accordance this Agreement, if 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 final regulations thereunder, 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 occur when not be made or provided until the Executive date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service”, and (B) the Company reasonably anticipate that date of your death, to the Executive’s level extent required under Code Section 409A. Upon the expiration of bona fide services for the Company foregoing delay period, all payments and benefits delayed pursuant to this Agreement (whether as an employee they would have otherwise been payable in a single sum or an independent contractorin installments in the absence of such delay) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and paid or reimbursed to you in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements lump sum, and in-kind all remaining payments and benefits provided due under this Agreement shall be made paid or provided in accordance with the requirements of Section 409A to 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, (x) all 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 reimbursements expenses were incurred by you, (y) any right to reimbursement or in-kind benefits are shall not be subject to Section 409Aliquidation or exchange for another benefit, includingand (z) no such reimbursement, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar reimbursement, or in-kind benefits provided in any taxable year may not shall in any way affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Code Section 409A, the Executive’s your right to any receive installment payment under 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 (e.g., “payment shall be made within ninety (90) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company.. To the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be 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 be paid prior thereto. * * * Sincerely:

Section 409A. It (a) The intent of the parties is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986 as amended (“the Code”) and the regulations and guidance issued 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 consistent with such intentto be in compliance therewith. In the event that any provision of this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s A termination of employment with the Company, the Executive shall not be deemed to have incurred 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 and until the Executive shall incur such termination is also a “separation from service” within the meaning of Section 409A. The parties agree409A of the Code and, as permitted in accordance with the final regulations thereunderfor purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with with, and based on the presumptions 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 shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. All reimbursements and in-kind benefits provided under this Agreement or otherwise to the Executive shall be made or provided in accordance with the requirements of Section 409A of the Code to the extent that such reimbursements or in-kind benefits are subject to Section 409A409A of the Code. All expenses or other reimbursements paid pursuant herewith and therewith that are taxable income to the Executive shall in no event be paid later than the end of the calendar year next following the 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 or in-kind benefits, including, where applicableexcept as permitted by Section 409A of the Code, the requirements that: (i) any right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) another benefit, the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits provided, during a calendar any taxable year may shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; (iii, provided that, the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the reimbursement of an eligible expense will 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 calendar Executive’s taxable year following the taxable year in which the expense occurred. 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 incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of 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 any installment payment under this Agreement such date shall be treated paid as soon as practical following such date, in a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Companylump sum without interest.

Section 409A. It is intended that payments and benefits under also the intention of this Agreement either that all income tax liability on payments made pursuant to this Agreement or any Benefit Plans be excluded from or comply with deferred until Executive actually receives such payment to the requirements of extent Code Section 409A applies to such payments, and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent with such this intent. In the event that Therefore, if any provision of this Agreement or any Benefit Plans is subject found not to but fails to comply be in compliance with any applicable requirements of Code Section 409A, the Company may revise the terms of the that provision to correct such noncompliance 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 under any guidance, procedure or other method promulgated by law and deemed advisable by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxesCompany, interest or do not trigger taxes and other penalties that would otherwise be incurred by the Executive on account of such noncompliance. Providedunder Code Section 409A; provided, however, that in no Executive will not be required to forfeit any payment otherwise due without his written consent. In the event whatsoever shall 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 liable for made in whole or in part by way of direct remittance to appropriate tax authorities) the portion of such amount needed to pay applicable income and excise taxes and any additional tax, interest or penalty imposed upon or other detriment suffered by penalties on such amounts. Any remaining portion of such amount shall be paid to Executive at the Executive under time otherwise specified in this Agreement, subject to Section 409A or damages for failing to comply with Section 409A. 5(f). Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s his termination of employment with the CompanyCompany and that are subject to Code Section 409A, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive he shall incur a “separation from service” within the meaning of Code Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, It is intended that each payment or installment of a “separation from service” shall occur when the Executive payment and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred each benefit provided under this Agreement shall be made in accordance with this subparagraph and in treated as a manner consistent with Treasury Regulation separate “payment” for purposes of Code Section 1.409A-1(h). 409A. All reimbursements and in-kind benefits provided under this the Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that: that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); , (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount 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; incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Nothing in this Section 409A, 10(c) increases the ExecutiveCompany’s right obligations to any installment payment 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 or otherwise, on the payments made hereunder or under any Benefit Plans. The preceding provisions shall not be treated construed as a right guarantee by the Company of any particular tax effect for payments made pursuant to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Companyor any Benefit Plans.

Section 409A. It Notwithstanding anything herein to the 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 excluded exempt from the requirements of Section 409A, or shall comply with the requirements of Section 409A and the guidance issued thereunder such provision and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent to be exempt from or in compliance with such intent. In Section 409A. To the event extent the Company determines that any provision of this Agreement would cause Executive to incur any additional tax or interest under Section 409A, the Company shall be entitled to reform such provision to attempt to comply with or be exempt from Section 409A through good faith modifications. To the extent that any provision hereof is subject to but fails modified in order to comply with 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 Executive and the Company may revise without violating the terms provisions of the provision to correct such noncompliance Section 409A. Notwithstanding anything in this Agreement or elsewhere to the extent permitted under any guidancecontrary, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred 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 and until the Executive shall incur such termination is also a “separation from service” within the meaning of Section 409A. The parties agreeFor purposes of any such provision of this Agreement, as permitted in accordance with the final regulations thereunder, references to a “termination,” “termination of employment” or like terms shall mean a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level date of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a such separation from service has occurred shall be made in accordance with the date of termination for purposes of any such payment or benefits. Each payment under this subparagraph and Agreement or otherwise in a manner consistent with Treasury Regulation series of payments shall be treated as a separate payment for purposes of Section 1.409A-1(h). 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 “deferral of compensation” within the meaning of Section 409A. 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 Section 409A be subject to offset by any other amount unless otherwise permitted by 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 409A. To the extent that such any reimbursements pursuant to this Agreement or in-kind benefits otherwise are subject taxable to Section 409AExecutive, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will payment due to Executive shall be made paid to Executive on or before the last day of the calendar Executive’s taxable year following the taxable year in which the related expense is was incurred; provided, that, Executive has provided the Company written documentation of such expenses in a timely fashion and (iv) such expenses otherwise satisfy the right Company’s expense reimbursement policies. Reimbursements pursuant to reimbursement is this Agreement or otherwise are not subject to set off or 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. For purposes 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 Executive’s right to foregoing shall have any installment payment under liability, including, without limitation, for any tax, interest, penalty or damage, for the failure of the terms of this Agreement shall to comply with, or be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”)exempt from, the actual date provisions of payment within the specified period shall be within the sole discretion of the Company.Section 409A.

Section 409A. It is intended that The payments and benefits under this Agreement either be excluded are intended to qualify for exemptions from or comply with the requirements application of Section 409A of the Internal Revenue Code of 1986, as amended and the guidance issued Treasury Regulations promulgated thereunder and(collectively, accordingly“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) will 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 consistent with such intent. In the event that any provision of this Agreement is subject to but fails required to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless and until the Executive shall incur such termination is also a “separation Separation from serviceService” within the meaning of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). 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 such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to receive any installment payment under this Agreement shall payments will be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct paymentspayment. Whenever Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed by the Employer at the time of the Executive’s Separation from Service to be a payment “specified employee” for purposes of Section 409A, and if any of the payments upon Separation from Service set forth herein and/or under this Agreement specifies any other agreement with the Employer are deemed to be “non-qualified deferred compensation” subject to Section 409A, then, to the extent delayed commencement of any portion of such payments is required in order to avoid a payment prohibited distribution under Section 409A and the related adverse taxation under Section 409A, such payments shall not be provided to the Executive prior to the earliest of (a) the expiration of the six-month period with reference measured from the date of Separation from Service, (b) the date of the Executive’s death or (c) such earlier date as permitted under Section 409A without the imposition of adverse taxation. With respect to a number payments to be made upon execution of days an effective release, if the release revocation period spans two calendar years, payments will be made in the second of the two calendar years to the extent necessary to avoid adverse taxation under Section 409A. With respect to reimbursements or in-kind benefits provided to the Executive hereunder (e.g.or otherwise) that are not exempt from Section 409A, “payment the following rules shall apply: (x) 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 of eligible expenses, reimbursement shall be made within ninety (90) days on or before the last day of the Executive’s taxable year following the date of termination”)taxable year in which the expense was incurred and (z) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, the actual date Employer makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of payment within this Agreement are determined to constitute non-qualified deferred compensation subject to Section 409A but do not satisfy an exemption from, or the specified period shall be within the sole discretion of the Companyconditions of, such Section.

Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A of the Code, to the extent subject thereto, and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intentand administered to be in compliance therewith. In the event that any provision of this Agreement or any other agreement or award referenced herein is subject mutually agreed by the parties to but fails to comply with be in violation of Section 409A409A of the Code, the Company may revise the terms of the provision parties shall cooperate reasonably to correct such noncompliance attempt to the extent permitted under any guidance, procedure amend or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under modify this Agreement (including any payments due under Sections 3(cor other agreement or award) or 5) or otherwise in connection with order to avoid a violation of Section 409A of the Executive’s termination Code while attempting to preserve the economic intent of employment with the Companyapplicable provision. Notwithstanding anything contained herein to the contrary, the Executive shall not be deemed considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code until the Executive would be considered to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” from the Company within the meaning of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) 409A of the average level of bona fide services performed by the Executive for the Company over the immediately preceding thirty-six (36) monthsCode. The determination of whether and when a separation from service has occurred shall Each amount to be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits paid or benefit to be provided under this Agreement shall be made or provided in accordance with the requirements construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that such reimbursements would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or inany other arrangement between the Executive and the Company during the six-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during month period immediately following the Executive’s lifetime separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). To the extent required to avoid an accelerated or during a shorter period additional tax under Section 409A of time specified in the Code, amounts reimbursable to the Executive under this Agreement); (ii) Agreement shall be paid to the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made Executive on or before the last day of the calendar year following the year in which the expense is incurred; was incurred and the amount of expenses eligible for reimbursement (ivand in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. CFI makes no representation that any or all of the right payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to reimbursement is not subject preclude Section 409A of the Code from applying to set off or liquidation or exchange for any other benefitsuch payment. For purposes of this Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”8(j), the actual date of payment within the specified period shall be within the sole discretion Section 409A of the CompanyCode shall include all regulations and guidance promulgated thereunder.

Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A of the Code and the regulations and guidance issued promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent to be in compliance therewith. If the Executive notifies the Employer (with such intent. In specificity as to the event reason therefor) that the Executive believes that any provision of this Agreement is subject (or of any award of compensation, including equity compensation or benefits) would cause the Executive to but fails 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 Company may revise maximum extent reasonably possible, maintain the terms original intent and economic benefit to the Executive and the Employer of the applicable provision to correct such noncompliance to without violating the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account provisions of such noncompliance. Provided, however, that in Code Section 409A. In no event whatsoever shall the Company Employer be liable for any additional tax, interest or penalty that may be imposed upon or other detriment suffered by on the Executive under by Code Section 409A or damages for failing to comply with Code Section 409A. Solely for purposes of determining the time and form of payments due the Executive With respect to any payment or benefit considered to be nonqualified deferred compensation under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s Code Section 409A, a termination of employment with the Company, the Executive shall not be deemed to have incurred 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 and until the Executive shall incur such termination is also a “separation from service” within the meaning of Code Section 409A. The parties agree409A and, as permitted 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 accordance 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 final regulations thereunder, 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 occur when not be made or provided until the Executive 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 Company reasonably anticipate that date of the Executive’s level death, to the extent required under Code Section 409A. Upon the expiration of bona fide services for the Company foregoing delay period, all payments and benefits delayed pursuant to this Section 22 (whether as an employee they would have otherwise been payable in a single sum or an independent contractorin installments in the absence of such delay) will permanently decrease shall be paid or reimbursed to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements lump sum, and in-kind any remaining payments and benefits provided due under this Agreement shall be made paid or provided in accordance with the requirements of Section 409A to 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 reimbursements expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits are shall not be subject to Section 409Aliquidation or exchange for another benefit, includingand (C) no such reimbursement, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar reimbursement, or in-kind benefits provided in any taxable year may not shall in any way affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Code Section 409A, the Executive’s right to receive any installment payment under 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 (e.g., “payment shall be made within ninety (90) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company.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. (a) It is intended that payments and benefits under this Agreement either be excluded drafted and administered in compliance with Section 409A of the 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 (“IRS Guidance”) issued pursuant to Section 409A of the Code so as not to subject the Executive to payment of interest or any additional tax under Section 409A of the 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 amount or benefit to any additional tax under Section 409A of the Code, the payment or provision of such amount or benefit shall be postponed to the 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 the extent that any 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 avoid the imposition of any such interest or additional tax under Section 409A of the Code, which amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Company and the Executive. For purposes of Section 409A of the Code, each payment of any severance pursuant to Article III shall be 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 Section 409A of the Code and IRS Guidance). Notwithstanding the foregoing, nothing contained herein shall be construed as a representation, guarantee or other undertaking on the part of the Company that any payment made pursuant to this Agreement (including, without limitation, the Bonus, any severance amount), is or will be found to comply with the requirements of Section 409A and of the Code or any other regulations or guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement thereunder. The Executive shall be interpreted consistent with such intent. In solely responsible for determining the event that any provision of this Agreement is subject tax consequences to but fails to comply with Section 409A, the Company may revise the terms him of the provision payments made pursuant to correct such noncompliance to the extent permitted under this Agreement, including, without limitation, any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive possible tax consequences under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” within the meaning of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). 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 such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the CompanyCode.

Section 409A. It is intended The parties intend that all payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A of the Code and the guidance issued regulations promulgated thereunder (collectively “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intentin a manner in compliance therewith. In To the event extent that any provision of this Agreement hereof is subject to but fails modified in order to comply with Section 409A, such modification shall be made in good faith and shall, to the Company may revise maximum extent reasonably possible, maintain the terms original intent and economic benefit to EXECUTIVE and COMPANY of the applicable provision without violating the provisions of Section 409A. No amount shall be payable pursuant to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future Section 6 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 on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of EXECUTIVE’s employment unless and until the Executive shall incur such termination constitutes a “separation from service” within the meaning of with COMPANY under Section 409A. The parties agreeTo the maximum extent permitted by applicable law, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease amounts payable to no more than forty percent (40%) of the 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 when a separation from service has occurred EXECUTIVE pursuant to such Sections herein shall be made in accordance with reliance upon the exception for certain involuntary terminations under a separation pay plan or as short-term deferral under Section 409A. To the extent that reimbursements or other in-kind benefits under this subparagraph Agreement constitute nonqualified deferred compensation, (i) 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 EXECUTIVE, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and (ii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided under this Agreement in any taxable year shall be made or provided in accordance with any way affect the requirements of Section 409A to the extent that such reimbursements expenses eligible for reimbursement, or in-kind benefits are subject to Section 409Abe provided, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar taxable year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the ExecutiveEXECUTIVE’s right to any receive installment payment under payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a Any other provision of this Agreement to the contrary notwithstanding, in no event shall any payment or benefit under this Agreement specifies a payment period with reference that constitutes nonqualified deferred compensation for purposes of Section 409A be subject to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.offset by any other amount unless otherwise permitted by Section 409A.

Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A of the Code and the regulations and guidance issued promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent to be in compliance therewith. If the Executive notifies the Company (with such intent. In specificity as to the event reason therefor) that the Executive believes that any provision of this Agreement is subject (or of any award of compensation, including equity compensation or benefits) would cause the Executive to but fails incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the 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 Company may revise the terms of the applicable provision to correct such noncompliance to without violating the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account provisions of such noncompliance. Provided, however, that in Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed upon or other detriment suffered by on the Executive under by Code Section 409A or damages for failing to comply with Code Section 409A. Solely for purposes of determining the time and form of payments due the Executive With respect to any payment or benefit considered to be nonqualified deferred compensation under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s Section 409A, a termination of employment with the Company, the Executive shall not be deemed to have incurred 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 and until the Executive shall incur such termination is also a “separation from service” within the meaning of Code Section 409A. The parties agree409A and, as permitted 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 accordance 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 final regulations thereunder, 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 occur when not be made or provided until the Executive 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 Company reasonably anticipate that date of the Executive’s level death, to the extent required under Code Section 409A. Upon the expiration of bona fide services for the Company foregoing delay period, all payments and benefits delayed pursuant to this Section 25 (whether as an employee they would have otherwise been payable in a single sum or an independent contractorin installments in the absence of such delay) will permanently decrease shall be paid or reimbursed to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements lump sum, and in-kind any remaining payments and benefits provided due under this Agreement shall be made paid or provided in accordance with the requirements of Section 409A to 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 reimbursements expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits are shall not be subject to Section 409Aliquidation or exchange for another benefit, includingand (C) no such reimbursement, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar reimbursement, or in-kind benefits provided in any taxable year may not shall in any way affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Code Section 409A, the Executive’s right to receive any installment payment under 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 (e.g., “payment shall be made within ninety (90) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company.. 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. It is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A and the guidance issued thereunder and, accordingly, Notwithstanding any provision to the maximum extent permitted, contrary in this Agreement Agreement: (i) no amount shall be interpreted consistent with such intent. In the event that any provision of this Agreement is subject payable pursuant to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with 4.1 unless the Executive’s termination of employment with 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 determined to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which the 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 Executive’s termination benefits shall not be deemed provided to have incurred a termination of employment unless and until the Executive shall incur a “separation prior to the earlier of (A) the expiration of the six-month period measured from service” within the meaning date of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for Separation from Service or (B) the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) date of the average level Executive’s death. Upon the earlier of bona fide services performed by the Executive for the Company over the immediately preceding thirty-six (36) months. The determination of whether and when a separation from service has occurred such dates, all payments deferred pursuant to this Section 4.3 shall be made in accordance with this subparagraph and paid in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements lump sum to the Executive, and in-kind benefits provided any remaining payments due under this the Agreement shall be made or paid as otherwise provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefitherein. For purposes of Section 409A409A of the Code, the Executive’s right to receive any installment payment under 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 are deemed to constitute taxable compensation to the Executive, such amounts will be reimbursed or provided no later than December 31 of the year following the year in which the expense was incurred. 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 benefit. The determination of whether the Executive is a payment period with reference to a number “specified employee” for purposes of days (e.g., “payment Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall be made within ninety (90) days following by the date Company in accordance with the terms of termination”), the actual date of payment within the specified period shall be within the sole discretion Section 409A of the CompanyCode and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A. It is intended that All severance payments and benefits under this Agreement either to be excluded from or comply with the requirements of Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision of this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed made upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur under this Agreement may be made only upon a “separation from of service” within the meaning of Section 409A. The parties agree, as permitted in accordance with 409A of the final regulations thereunder, a “separation from service” shall occur when the Executive Code and the Company reasonably anticipate that Department of Treasury regulations and other guidance promulgated thereunder. Notwithstanding any provision to the Executive’s level of bona fide services for contrary in this Agreement, if Employee is deemed by the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) at the time of the 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 when a Employee’s separation from service has occurred shall to be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation “specified employee” for purposes of Code Section 1.409A-1(h401A(a)(2)(B)(i). All reimbursements and in-kind , to the extent delayed commencement of any portion of the benefits provided to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), such portion of Employee’s benefits shall not be made or provided in accordance with the requirements of Section 409A to Employee prior to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: earlier of (i) any reimbursement is for expenses incurred during the Executiveexpiration of the six-month period measured from the date of Employee’s lifetime (“separation of service” with the Company or during a shorter period of time specified in this Agreement); (ii) the amount date of expenses eligible for reimbursement during a calendar year may not affect Employee’s death. Upon the expenses eligible for reimbursement in any other calendar year; (iii) first business day following the reimbursement of an eligible expense will be made on or before the last day expiration of the calendar year following applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 7 shall be paid in a lump sum to Employee, and any remaining payments due under 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 benefitAgreement shall be paid as otherwise provided herein. 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 any receive installment payment payments 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 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 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 to Employee under Section 409A of the Code. Notwithstanding anything to the contrary contained herein, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Code Section 409A a delay in a payment under this Agreement specifies or a payment period change in the form of payment, then such amendment must be done in a manner that complies with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”Code Section 409A(a)(4)(C), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A and of the guidance issued thereunder Code (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent to be in compliance therewith. If the Executive notifies the Employer (with such intent. In specificity as to the event reason therefor) that the Executive believes that any provision of this Agreement is subject (or of any award of compensation, including equity compensation or benefits) would cause the Executive to but fails 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 Company may revise maximum extent reasonably possible, maintain the terms original intent and economic benefit to the Executive and the Employer of the applicable provision to correct such noncompliance to without violating the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account provisions of such noncompliance. Provided, however, that in Code Section 409A. In no event whatsoever shall the Company Employer be liable for any additional tax, interest or penalty that may be imposed upon or other detriment suffered by on the Executive under by Code Section 409A or damages for failing to comply with Code Section 409A. Solely for purposes of determining the time and form of payments due the Executive With respect to any payment or benefit considered to be nonqualified deferred compensation under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s Code Section 409A, a termination of employment with the Company, the Executive shall not be deemed to have incurred 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 and until the Executive shall incur such termination is also a “separation from service” within the meaning of Code Section 409A. The parties agree409A and, as permitted 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 accordance 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 final regulations thereunder, 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 occur when not be made or provided until the Executive 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 Company reasonably anticipate that date of the Executive’s level death, to the extent required under Code Section 409A. Upon the expiration of bona fide services for the Company foregoing delay period, all payments and benefits delayed pursuant to this Section 24 (whether as an employee they would have otherwise been payable in a single sum or an independent contractorin installments in the absence of such delay) will permanently decrease shall be paid or reimbursed to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements lump sum, and in-kind any remaining payments and benefits provided due under this Agreement shall be made paid or provided in accordance with the requirements of Section 409A to 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 reimbursements expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits are shall not be subject to Section 409Aliquidation or exchange for another benefit, includingand (C) no such reimbursement, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar reimbursement, or in-kind benefits provided in any taxable year may not shall in any way affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Code Section 409A, the Executive’s right to receive any installment payment under 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 (e.g., “payment shall be made within ninety (90) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company.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. It This Agreement is intended that payments and benefits under this Agreement either be excluded from or to comply with the requirements of Section 409A of the Code (“Section 409A”), and the parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued thereunder andunder 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, accordinglythe remaining provisions of this Agreement shall remain in effect, to the maximum extent permitted, and this Agreement shall be interpreted consistent with such intent. In administered and applied as if the event that any provision 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 a substituted provision would not cause this Agreement is subject to but fails fail to comply with Section 409A, the Company may revise the terms of the provision to correct and, upon so agreeing, shall incorporate such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliancesubstituted provisions into this Agreement. Provided, however, that in In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed upon or other detriment suffered on Executive by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes A termination of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive hereunder shall not be deemed to have incurred occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment unless and until the Executive shall incur such termination is also a “separation from service” within the meaning of Section 409A. The parties agree409A and, as permitted in accordance with for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” In the final regulations thereunderevent 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 meaning of Section 409A and, at the time of Executive’s “separation from service” Executive is a “specified employee” within the meaning of Section 409A, then any such payments or benefits shall occur when be delayed until the Executive and six-month anniversary of the Company reasonably anticipate that the date of Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a “separation from service has occurred service”. Each payment made under this Agreement shall be made in accordance with this subparagraph and in designated as a manner consistent with Treasury Regulation “separate payment” within the meaning of Section 1.409A-1(h). 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 such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to Executive shall in no event be paid later than the end of 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, including, where applicable, the requirements that: (i) any right to reimbursement is or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) another benefit and the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during a calendar any taxable year may shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, respectively, in any other calendar taxable year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

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

Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A of the Code, or an exemption thereunder, and the regulations and guidance issued promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent to be in compliance therewith. If the Executive notifies the Employer (with such intent. In specificity as to the event reason therefor) that the Executive believes that any provision of this Agreement is subject (or of any award of compensation, including equity compensation or benefits) would cause the Executive to but fails 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 Company may revise maximum extent reasonably possible, maintain the terms original intent and economic benefit to the Executive and the Employer of the applicable provision to correct such noncompliance to without violating the extent permitted provisions of Code Section 409A. Notwithstanding the foregoing, Employer makes no representation that the payments and benefits provided under any guidancethis Agreement comply with Code Section 409A and, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company Employer be liable for any additional tax, interest or penalty that may be imposed upon or other detriment suffered by on the Executive under by Code Section 409A or damages for failing to comply with Code Section 409A. Solely for purposes of determining the time and form of payments due the Executive With respect to any payment or benefit considered to be nonqualified deferred compensation under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s Section 409A, a termination of employment with the Company, the Executive shall not be deemed to have incurred 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 and until the Executive shall incur such termination is also a “separation from service” within the meaning of Code Section 409A. The parties agree409A and, as permitted 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 accordance 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 final regulations thereunder, 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 occur when not be made or provided until the Executive 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 Company reasonably anticipate that date of the Executive’s level death, to the extent required under Code Section 409A. Upon the expiration of bona fide services for the Company foregoing delay period, all payments and benefits delayed pursuant to this Section 25 (whether as an employee they would have otherwise been payable in a single sum or an independent contractorin installments in the absence of such delay) will permanently decrease shall be paid or reimbursed to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements lump sum, and in-kind any remaining payments and benefits provided due under this Agreement shall be made paid or provided in accordance with the requirements of Section 409A to 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 reimbursements expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits are shall not be subject to Section 409Aliquidation or exchange for another benefit, includingand (C) no such reimbursement, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar reimbursement, or in-kind benefits provided in any taxable year may not shall in any way affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Code Section 409A, the Executive’s right to receive any installment payment under 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 (e.g., “payment shall be made within ninety (90) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company.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. It The Agreement is intended that payments and benefits under this Agreement either be excluded from or comply with hereby amended by adding the requirements following sentences to the beginning of Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this 12(m): “This Agreement shall be interpreted consistent with such intent. In the event and administered in a manner so that any provision amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code and applicable advice and regulations issued thereunder. Notwithstanding anything in this Agreement is subject to but fails to comply with Section 409Athe contrary, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under that any guidance, procedure amount or other method promulgated by benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that Code would otherwise be incurred payable or distributable under the Agreement by the Executive on account reason of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Companyemployment, the Executive shall such amount or benefit will not be deemed payable or distributable to have incurred a Executive by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment unless and until the Executive shall incur a meet any description or definition of “separation from service” within the meaning of in Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) 409A of the average level of bona fide services performed by the Executive for the Company over the immediately preceding thirty-six Code and applicable regulations (36) months. The determination of whether and when a separation from service has occurred shall without giving effect to any elective provisions that may be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(havailable under such definition). 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 such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the payment or distribution of such amount or benefit would be exempt from the application of expenses eligible for reimbursement during 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 calendar year may not affect termination of employment, however defined. If this provision prevents the expenses eligible for reimbursement in payment or distribution of any other calendar year; (iii) the reimbursement of an eligible expense will amount or benefit, such payment or distribution shall be made on the next earliest payment or before distribution date or event specified in the last Agreement that is permissible under Section 409A. Whenever in this Agreement the provision of a payment or benefit is conditioned on Executive’s execution and non-revocation of a release of claims, such release must be executed, and all revocation periods shall have expired, within 60 days after the date of termination of Executive’s employment, but the Company may elect to commence payment at any time during such 60-day period. If any amount or benefit that would constitute non-exempt “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 delayed until the earlier of the Executive’s death or the first day of the calendar year seventh month 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. For purposes of Section 409A, the Executive’s right to any installment payment under this separation from service.” Except as expressly amended hereby, the terms of the Agreement shall be treated and remain unchanged and the Agreement as a right to receive a series of separate amended hereby shall remain in full force and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Companyeffect.

Section 409A. It To the extent applicable, it is intended that payments and benefits under this the Agreement either be excluded from or comply with the requirements provisions of Section 409A and of the guidance issued thereunder andInternal Revenue Code of 1986, accordingly, to the maximum extent permitted, this as amended (“Section 409A”). The Agreement shall be administered and interpreted in a manner consistent with such this intent. In the event that , and any provision of this that would cause the Agreement is subject to but fails fail to satisfy Section 409A shall have no force and effect until amended to comply with Section 409A, the Company therewith (which amendment may revise the terms of the provision to correct such noncompliance be retroactive to the extent permitted under any guidanceby Section 409A). Notwithstanding anything contained herein to the contrary, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means Executive shall not be considered to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply have terminated employment with Section 409A. Solely Employer for purposes of determining the time Agreement and form of no payments shall be due the to Executive under this the Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the which are payable upon Executive’s termination of employment with the Company, the unless Executive shall not would be deemed considered to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” from Employer within the meaning of Section 409A. The parties agreeTo the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, as permitted in accordance with amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the final regulations thereunder, a “separation from service” shall occur when Agreement during the Executive and the Company reasonably anticipate that the six-month period immediately following Executive’s level termination of bona fide services employment shall instead be paid on the first business day after the date that is six months following Executive’s termination of employment (or upon Executive’s death, if earlier). In addition, for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) purposes of the average level of bona fide services performed by Agreement, each amount to be paid or benefit to be provided to Executive pursuant to the Executive for the Company over the immediately preceding thirty-six (36) months. The determination of whether and when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits provided under this Employment Agreement shall be made or provided in accordance with the requirements construed as a separate identified payment for purposes of Section 409A 409A. With respect to expenses eligible for reimbursement under the extent that such reimbursements or in-kind benefits are subject to Section 409Aterms of the Agreement, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of such expenses eligible for reimbursement during a calendar in any taxable year may shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any other calendar year; (iii) the reimbursement reimbursements of an eligible expense will such expenses shall be made on or before no later than the last day end of the calendar year following the calendar year in which the expense is related expenses were incurred; and (iv) , except, in each case, to the extent that the right to reimbursement is does not subject to set off or liquidation or exchange provide for any other benefit. For purposes a “deferral of compensation” within the meaning of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.409A.

Section 409A. It This Agreement is intended that payments and benefits under this Agreement either be excluded from or to comply with the requirements of Section 409A of the Code ("Section 409A"), and the parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued thereunder andunder 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, accordinglythe remaining provisions of this Agreement shall remain in effect, to the maximum extent permitted, and this Agreement shall be interpreted consistent with such intent. In administered and applied as if the event that any provision 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 a substituted provision would not cause this Agreement is subject to but fails fail to comply with Section 409A, the Company may revise the terms of the provision to correct and, upon so agreeing, shall incorporate such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliancesubstituted provisions into this Agreement. Provided, however, that in In no event whatsoever shall the Company Employer be liable for any additional tax, interest or penalty that may be imposed upon or other detriment suffered on you by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s A termination of your employment with the Company, the Executive hereunder shall not be deemed to have incurred occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit constituting "deferred compensation" under Section 409A upon or following a termination of employment unless and until the Executive shall incur such termination is also a “"separation from service” " within the meaning 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." 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 meaning of Section 409A and, at the time of your "separation from service" you are a "specified employee" within the meaning of Section 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the date of your "separation from service." Each payment made under this Agreement shall be designated as a "separate payment" within the meaning of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). 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 such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to you shall in no event be paid later than the end of 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, including, where applicable, the requirements that: (i) any right to reimbursement is or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) another benefit and the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during a calendar any taxable year may shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, respectively, in any other taxable year. In the event that any payment(s) from the Employer to you is conditioned upon your execution and non-revocation of a general release of claims in favor of the Employer, and the period you have to sign and/or revoke such release spans two calendar years, the Employer will pay (or begin paying you, as applicable) such payment(s) as soon as possible but in no event earlier than the beginning of such second calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance issued thereunder and(“Section 409A”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intentand administered to be in compliance therewith. In Notwithstanding anything to the event that any provision of contrary in the Plan or this Agreement, the Corporation reserves the right to revise this Agreement is subject to but fails as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A prior to the actual payment of cash or shares of Common Stock pursuant to the RSUs. However, the Company may revise Corporation makes no representation that the terms RSUs are not subject to Section 409A nor makes any undertaking to preclude Section 409A from applying to the 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 the Plan or this Agreement, including any taxes, penalties or interest imposed under Section 409A. For purposes of the provision to correct such noncompliance Plan and this Agreement, to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means necessary to avoid or mitigate any taxes, interest or accelerated taxation and/or tax penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s 409A, a termination of employment with the Company, the Executive Employment shall not be deemed to have incurred a occurred for purposes of settlement of any portion of the RSUs unless such termination of employment unless and until the Executive shall incur constitutes a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of Employment” or similar terms shall mean “separation from service.” Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. The parties agreeIn addition, as permitted in accordance with notwithstanding anything herein to the final regulations thereundercontrary, if you are deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A and you are subject to U.S. federal taxation, then, to the extent the settlement of the RSUs following such termination of Employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation is not exempt from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). 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 such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, such settlement shall be delayed until the requirements that: date that is the earlier of (i) any reimbursement is for expenses incurred during the Executive’s lifetime (expiration of the six-month period measured from the date of such “separation from service” or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Companyyour death.

Section 409A. It This Agreement is 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 Code Section 409A. If any provision of this Agreement would cause Employee to incur any additional tax or interest under Code Section 409A and accompanying Treasury regulations and guidance, Employer shall, after consulting with Employee, reform such provision to comply with Code Section 409A, to the extent permitted under Code Section 409A; provided, however, that Employer agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to Employee of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding any provision to the contrary in this Agreement, if Employee is deemed on his termination date to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then the payments and benefits under this Agreement either be excluded from or comply with the requirements of that are subject to Code Section 409A and the guidance issued thereunder and, accordingly, shall be made or provided (subject to the maximum extent permitted, last sentence hereof) on the later of (A) the payment date set forth in this Agreement or (B) the date that is the earliest of (i) the expiration of the six-month period measured from the date of Employee’s Termination of employment or (ii) the date of Employee’s death (the “Delay Period”). Payments subject to the Delay Period shall be interpreted consistent with paid to Employee without interest for such intentdelay in payment. In the event that Notwithstanding any provision of this Agreement is subject to but fails to comply with Section 409Athe contrary, Employee acknowledges and agrees that the Company may revise and its employees, officers, directors, Affiliates and Subsidiaries shall not be liable for, and nothing provided or contained in this Agreement will be construed to obligate or cause the terms of the provision Company and/or its employees, officers, directors, Affiliates and Subsidiaries to correct such noncompliance to the extent permitted under be liable for, any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxestax, interest or penalties that would otherwise be incurred by the Executive imposed on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for Employee related to or arising with respect to any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” within the meaning violation of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). 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 such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.409A.

Section 409A. It Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits under this Agreement set forth herein either shall either be excluded exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or shall comply with the requirements of Section 409A and of the guidance issued thereunder Code, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision of this Agreement is subject to but fails to comply be exempt from or in compliance with Section 409A, the Company may revise the terms 409A of the provision to correct such noncompliance to Code. Notwithstanding the extent permitted under any guidanceforegoing, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account none of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” within the meaning of Section 409A. The parties agreeits Affiliates, as permitted in accordance with the final regulations thereunderofficers, a “separation from service” shall occur when the Executive and the Company reasonably anticipate directors, employees, or agents guarantees that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits provided under this Agreement shall be made complies with, or provided in accordance with is exempt from, the requirements of Section 409A of the Code and none of the foregoing shall have any 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 extent Plan, represents that such reimbursements he or in-kind benefits are she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to Section 409Aall of the terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Plan in their entirety, includinghas had an opportunity to obtain the advice of tax and legal counsel prior to executing this Agreement, where applicable, and fully understands all provisions of this Agreement and the requirements that: (i) Plan. Participant hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be resolved in accordance with the Plan. Participant further agrees to notify the Company upon any reimbursement is change in the address for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified notice indicated in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.DATED: SIGNED: PARTICIPANT Address:

Section 409A. It Section 12(s) of the 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 either be excluded from or comply with the requirements provisions of Section 409A 409A. The Agreement will be administered and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent with such this intent. In the event that , and any provision of this that would cause the Agreement is subject to but fails fail to satisfy Section 409A will have no force and effect until amended to comply with Section 409A, the Company therewith (which amendment may revise the terms of the provision to correct such noncompliance be retroactive to the extent permitted under any guidanceby Section 409A). Notwithstanding anything contained herein to the contrary, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means you shall not be considered to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply have terminated employment with Section 409A. Solely Employer for purposes of determining the time Agreement and form of no payments shall be due to you under the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a which are payable upon your termination of employment unless and until the Executive shall incur you would be considered to have incurred a “separation from service” from Employer within the meaning of Section 409A. The parties agreeTo the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, as permitted in accordance with amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the final regulations thereunderAgreement 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, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services if earlier). In addition, for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) purposes of the average level of bona fide services performed by Agreement, each amount to be paid or benefit to be provided to you pursuant to the Executive for the Company over the immediately preceding thirty-six (36) months. The determination of whether and when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits provided under this Employment Agreement shall be made or provided in accordance with the requirements construed as a separate identified payment for purposes of Section 409A 409A. With respect to expenses eligible for reimbursement under the extent that such reimbursements or in-kind benefits are subject to Section 409Aterms of the Agreement, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of such expenses eligible for reimbursement during a calendar in any taxable year may shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any other calendar year; (iii) the reimbursement reimbursements of an eligible expense will such expenses shall be made on or before no later than the last day end of the calendar year following the calendar year in which the expense is related expenses were incurred; and (iv) , except, in each case, to the extent that the right to reimbursement is does not subject to set off or liquidation or exchange provide for any other benefit. For purposes a “deferral of compensation” within the meaning of Section 409A; provided, however, that with respect to any reimbursements for any taxes to which you become entitled under the terms of the Agreement, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment such reimbursements shall be made within ninety (90) days by Employer no later than the end of the calendar year following the date of termination”), calendar year in which you remit the actual date of payment within the specified period shall be within the sole discretion of the Companyrelated taxes.

Section 409A. It This Agreement is intended that payments and benefits under this Agreement either be excluded from or to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), the Treasury regulations and other guidance promulgated or issued thereunder (“Section 409A”), to the extent that 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 guidance issued thereunder and, accordingly, to the maximum extent permitted, provisions of this Agreement shall be interpreted construed in a manner consistent with such intentthat intention. In The Company shall not have any liability to Executive with respect to tax obligations that result under any tax law and makes no representation with respect to the event tax treatment of the payments and/or benefits provided under this Agreement. Any provision required for compliance with Section 409A 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 is subject to but fails the same extent as though expressly set forth herein. To the extent required to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred 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 and until the Executive shall incur such termination is also a “separation from service” (excluding death) within the meaning of Section 409A. The parties agree409A and, as permitted in accordance with the final regulations thereunderfor purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean “separation from service” shall occur when (excluding death). If Executive is deemed on the Executive and date of termination to be a “specified employee,” within the Company reasonably anticipate meaning of that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%term under Section 409A(a)(2)(B) of the average level of bona fide services performed Code and using the identification methodology selected by the Executive for Company from time to time, or if none, the Company over default methodology, then with regard to any payment or the immediately preceding thirtyproviding 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 required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-six (36) months. The determination month period measured from the date of whether and when a Executive’s “separation from service has occurred shall be made in accordance with service” or (ii) the date of death. On the first day of the seventh month following the date of “separation from service,” or if earlier, on the date of death, all payments delayed pursuant to this subparagraph and Section 409A (whether they would have otherwise been payable in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and in-kind any remaining payments and benefits provided due under this Agreement shall be made paid or provided in accordance with the requirements normal payment dates specified for them herein. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A 409A, (i) the right to the extent that such reimbursements reimbursement or in-kind benefits are is not subject to Section 409Aliquidation or exchange for another benefit, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during a calendar any taxable year may shall not affect the expenses expense eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other calendar 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) the reimbursement of an eligible expense will such payments shall be made on or before the last day of the calendar Executive’s taxable year following the taxable year in which the expense is was incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of 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 meaning of Section 409A. In addition, any series of installment payment payments 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 (e.g., “payment shall be made within ninety (90) days following the date of termination”Reg. Section 1.409A-2(b)(2)(iii), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. It This Agreement is intended that payments and benefits under this Agreement either be excluded from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the Parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued thereunder andunder 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, accordinglythe remaining provisions of this Agreement shall remain in effect, to the maximum extent permitted, and this Agreement shall be interpreted consistent with such intent. In administered and applied as if the event that any provision 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 a substituted provision would not cause this Agreement is subject to but fails fail to comply with Section 409A, the Company may revise the terms and, upon so agreeing, shall incorporate such substituted provisions into this Agreement. A termination of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive hereunder shall not be deemed to have incurred occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment unless and until the Executive shall incur such termination is also a “separation from service” within the meaning of Section 409A. The parties agree409A and, as permitted in accordance with for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” In the final regulations thereunderevent 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 meaning of Section 409A and, at the time of the Executive’s “separation from service” shall occur when the Executive and is a “specified employee” within the Company reasonably anticipate that meaning of Section 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the date of Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a “separation from service has occurred service”. Each payment made under this Agreement shall be made in accordance with this subparagraph and in designated as a manner consistent with Treasury Regulation “separate payment” within the meaning of Section 1.409A-1(h). 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 such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to the Executive shall in no event be paid later than the end of 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, including, where applicable, the requirements that: (i) any right to reimbursement is or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) another benefit and the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during a calendar any taxable year may shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, respectively, in any other calendar taxable year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. It This Agreement is intended that payments and benefits under this Agreement either be excluded from or to comply with the requirements of Section 409A 409A, and the parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued thereunder andunder 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, accordinglythe remaining provisions of this Agreement shall remain in effect, to the maximum extent permitted, and this Agreement shall be interpreted consistent with such intent. In administered and applied as if the event that any provision 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 a substituted provision would not cause this Agreement is subject to but fails fail to comply with Section 409A, the Company may revise the terms of the provision to correct and, upon so agreeing, shall incorporate such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliancesubstituted provisions into this Agreement. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s A termination of Employee’s employment with the Company, the Executive hereunder shall not be deemed to have incurred occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment unless and until the Executive shall incur such termination is also a “separation from service” within the meaning of Section 409A. The parties agree409A and, as permitted in accordance with for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” In the final regulations thereunderevent 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 meaning of Section 409A and, at the time of Employee’s “separation from service” Employee is a “specified employee” within the meaning of Section 409A, then any such payments or benefits shall occur when be delayed until the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) six-month anniversary of the average level date of bona fide services performed by the Executive for the Company over the immediately preceding thirty-six (36) months. The determination of whether and when a Employee’s “separation from service has occurred service”. Each payment made under this Agreement shall be made in accordance with this subparagraph and in designated as a manner consistent with Treasury Regulation “separate payment” within the meaning of Section 1.409A-1(h). 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 such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to Employee shall in no event be paid later than the end of 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, including, where applicable, the requirements that: (i) any right to reimbursement is or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) another benefit and the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during a calendar any taxable year may shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, respectively, in any other calendar taxable year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A of the Code and the regulations and guidance issued promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent to be in compliance therewith. If the Executive notifies the Employer (with such intent. In specificity as to the event reason therefor) that the Executive believes that any provision of this Agreement is subject (or of any award of compensation, including equity compensation or benefits) would cause the Executive to but fails 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 Company may revise maximum extent reasonably possible, maintain the terms original intent and economic benefit to the Executive and the Employer of the applicable provision to correct such noncompliance to without violating the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account provisions of such noncompliance. Provided, however, that in Code Section 409A. In no event whatsoever shall the Company Employer be liable for any additional tax, interest or penalty that may be imposed upon or other detriment suffered by on the Executive under by Code Section 409A or damages for failing to comply with Code Section 409A. Solely for purposes of determining the time and form of payments due the Executive With respect to any payment or benefit considered to be nonqualified deferred compensation under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s Section 409A, a termination of employment with the Company, the Executive shall not be deemed to have incurred 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 and until the Executive shall incur such termination is also a “separation from service” within the meaning of Code Section 409A. The parties agree409A and, as permitted 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 accordance 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 final regulations thereunder, 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 occur when not be made or provided until the Executive 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 Company reasonably anticipate that date of the Executive’s level death, to the extent required under Code Section 409A. Upon the expiration of bona fide services for the Company foregoing delay period, all payments and benefits delayed pursuant to this Section 22 (whether as an employee they would have otherwise been payable in a single sum or an independent contractorin installments in the absence of such delay) will permanently decrease shall be paid or reimbursed to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements lump sum, and in-kind any remaining payments and benefits provided due under this Agreement shall be made paid or provided in accordance with the requirements of Section 409A to 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 reimbursements expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits are shall not be subject to Section 409Aliquidation or exchange for another benefit, includingand (C) no such reimbursement, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar reimbursement, or in-kind benefits provided in any taxable year may not shall in any way affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Code Section 409A, the Executive’s right to receive any installment payment under 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 (e.g., “payment shall be made within ninety (90) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company.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. It is intended that payments and If any payment to be made to, or benefits under this Agreement either to be excluded from or comply with received by, Executive hereunder shall be deemed to violate the requirements provisions of Code Section 409A and or the guidance issued thereunder and, accordingly, to the maximum extent permittedregulations thereunder, this Agreement shall be interpreted consistent with amended in such intent. In manner to the event that any provision of this Agreement is subject to but fails minimum extent necessary to comply with Code Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided; provided, however, that in no event whatsoever shall the Company economic value of any payment or benefits provided for hereunder be liable for any additional taxreduced. Notwithstanding anything herein to the contrary, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining if at the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, Company Executive is a “specified employee” as defined in Section 409A of the Executive shall not be deemed to have incurred Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment unless and is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the Executive date that is six months following Executive’s termination of employment with the Company (or the earliest date as is 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 incur be designated as a “separate payment” within the meaning of the Section 409A of the Code, and references herein to Executive’s “termination of employment” shall refer to Executive’s separation from service” service with the Company within the meaning of Section 409A. The parties agree, as permitted in accordance with To the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee extent any reimbursements or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits provided due to Executive under this Agreement shall be made or provided in accordance with the requirements of constitute “deferred compensation” under Section 409A to of the extent that Code, any such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as paid to Executive in a right to receive a series of separate and distinct paymentsmanner consistent with Treas. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”Reg. Section 1.409A-3(i)(1)(iv), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. It (a) The intent of the parties is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986 as amended (“the Code”) and the regulations and guidance issued 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 consistent with such intentto be in compliance therewith. In the event that any provision of this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s A termination of employment with the Company, the Executive shall not be deemed to have incurred 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 and until the Executive shall incur such termination is also a “separation from service” within the meaning of Section 409A. The parties agree409A of the Code and, as permitted in accordance with the final regulations thereunderfor purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with with, and based on the presumptions 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 shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. All reimbursements and in-kind benefits provided under this Agreement or otherwise to the Executive shall be made or provided in accordance with the requirements of Section 409A of the Code to the extent that such reimbursements or in-kind benefits are subject to Section 409A409A of the Code. All expenses or other reimbursements paid pursuant herewith and therewith that are taxable income to the Executive shall in no event be paid later than the end of the calendar year next following the 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 or in-kind benefits, including, where applicableexcept as permitted by Section 409A of the Code, the requirements that: (i) any right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) another benefit, the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits provided during a calendar any taxable year may shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; (iii, provided that, the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the reimbursement of an eligible expense will 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 calendar Executive’s taxable year following the taxable year in which the expense occurred. 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 incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of 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 any installment payment under this Agreement such date shall be treated paid as soon as practical following such date, in a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Companylump sum without interest.

Section 409A. It is intended By accepting this Agreement, Executive hereby agrees and acknowledges that payments and benefits under this Agreement either be excluded from or comply the Company does not make any representations with respect to the requirements application of Section 409A of the 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 legal consequences of payments payable to Executive hereunder and (iii) the guidance issued thereunder and, accordinglyCompany 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 maximum extent permittedapplicable, this Agreement shall be interpreted consistent and administered in accordance with Section 409A of the Code and that the Parties will cooperate in good faith to amend such intentdocuments and to take such actions as may be necessary or appropriate to comply with Section 409A of the Code. In the event that Notwithstanding any other provision of this Agreement is subject to but fails to comply with Section 409Athe contrary, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive made under this Agreement are treated as non-qualified deferred compensation subject to Section 409A of the Code, then (including any a) no payments due to be made under Sections 3(c) or 5) or otherwise in connection with the this Agreement following Executive’s 's termination of employment with the Company, the Executive shall not be deemed to have incurred a made unless Executive's termination of employment unless and until the Executive shall incur constitutes a “"separation from service” " within the meaning of Section 409A. The parties agree1.409A-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, as permitted 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 accordance with order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the final regulations thereunderCode, a “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” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for " with the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%such term is defined in Section 1.409A-l(h) of the average level Treasury Regulations) or (y) the date of bona fide services performed by Executive's death. Upon the Executive for 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 Company over the immediately preceding thirty-six (36) monthsAgreement shall be paid as otherwise provided herein. The determination of whether and when 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 has occurred shall be made by the Company in accordance with this subparagraph the terms of Section 409A of the Code and in a manner consistent with applicable guidance thereunder (including without limitation Section 1.409A-l(i) of the Treasury Regulation Section 1.409A-1(hRegulations and any successor provision thereto). All reimbursements and in-kind benefits It is intended that (i) each payment or installment of payments provided under this Agreement shall be made or provided in accordance with the requirements is a separate "payment" for purposes of Section 409A to of the extent that such reimbursements or in-kind benefits are subject to Section 409ACode, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); and (ii) that the amount payments satisfy, to the greatest extent possible, the exemptions from the application of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day Section 409A of the calendar year following the year in which the expense is incurred; and Code, including those provided under Sections 1.409A-l(b)(4) (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the actual date of payment within the specified period shall be within the sole discretion two-times, two (2) year exception) and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay) of the CompanyTreasury Regulations.

Section 409A. It is intended the intention of the parties that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable guidance issued thereunder and(“Section 409A”), accordingly, to the maximum extent permitted, and this Agreement shall will be interpreted consistent with such intent. In the event that any provision of this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing manner intended to comply with Section 409A. Solely All payments under this Agreement are intended to be excluded from the requirements of Section 409A 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 determining Section 409A. Neither the time Company nor Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent expressly permitted under Section 409A. Employee shall be solely responsible and form liable for the satisfaction of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise all taxes and penalties that may be imposed upon Employee in connection with payments made in accordance with this Agreement and with Section 409A, and shall indemnify and hold the Executive’s termination Company harmless from any or all of employment with such taxes or penalties. Notwithstanding anything in this Agreement to the Companycontrary, in the Executive shall not be event that Employee is deemed to have incurred a termination of employment unless and until the Executive shall incur be a “separation from servicespecified employee” within the meaning of Section 409A. The parties agree409A(a)(2)(B)(i) and is not “disabled” within the meaning of Section 409A(a)(2)(C), as permitted in accordance with no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to Employee prior to the final regulations thereunder, a date that is six months after the date of Employee’s “separation from service” shall occur when (as defined in Section 409A and any Treasury Regulations promulgated thereunder) or, if earlier, Employee’s date of death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the Executive earliest permissible payment date. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractorsubstantially similar phrases) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph interpreted and applied in a manner that is consistent with Treasury Regulation Section 1.409A-1(h). 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 such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.409A.

Section 409A. It is intended the intention of the parties 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 either be excluded from or Agreement, comply with the requirements of or are exempt from Section 409A and of the guidance issued thereunder andCode. Any payments that qualify for the “short-term deferral” exception, accordingly, the “separation pay” exception or another exception under Section 409A of the Code shall be paid pursuant to the maximum extent permittedapplicable 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 interpreted consistent with such intenttreated as a separate payment of compensation for purposes of Section 409A of the Code. In the event that any provision of this regard, notwithstanding anything in this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted contrary, all cash amounts (and cash equivalents) that become payable under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive Section 3(d) on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a which is an “involuntary separation from service” (within the meaning of Treasury Regulation Section 409A. The 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 agreedetermine that the terms of this Agreement do not comply with Section 409A of the Code, as permitted they will negotiate reasonably and in accordance with good faith to amend the final regulations thereunderterms of this Agreement such that they comply with, or are exempt from, Section 409A of the Code (in a “separation from service” shall occur when manner that attempts to minimize the economic impact of such amendment on the Executive and the Company reasonably anticipate that Firm) within the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the average level of bona fide services performed time period permitted by the Executive for the Company over the immediately preceding thirty-six (36) months. The determination of whether applicable Treasury Regulations and when a separation from service has occurred shall be made in accordance with this subparagraph IRS Notice 2010-6 and in a manner consistent with Treasury Regulation Section 1.409A-1(h)other applicable guidance. All expenses or other reimbursements and in-kind benefits provided owed to the Executive under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period within ten years after his death, shall be payable in accordance with the Firm’s policies in effect from time to time, but in any event, to the extent required in order to comply with Section 409A of time specified the Code, and shall be made on or prior to the last day of the taxable year following the taxable year in this Agreement); (ii) which such expenses were incurred by the amount Executive. In addition, to the extent required in order to comply with Section 409A of the Code, no such reimbursement or expenses eligible for reimbursement during a calendar in any taxable year may not shall in any way affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar taxable 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. For purposes of Section 409A, the Executive’s right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. Notwithstanding any installment payment under other provision of this Agreement shall be treated 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 right to receive result of his death, (ii) the Executive is a series “specified employee” within the meaning of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period Section 409A of the Code (as determined in accordance with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the methodology established by the Firm as in effect on the date of termination”)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 actual date of payment within the specified period shall be within the sole discretion Executive to any tax, interest or penalty imposed under Section 409A of the Company.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 Executive (or his estate, as the case may be) in one lump sum payment or otherwise provided to the Executive (or his estate, as the case may be) on the earlier of (A) the first business day that 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. It is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A and the guidance issued thereunder and, accordingly, Notwithstanding any provision to the maximum extent permitted, contrary in this Agreement Agreement: (i) no amount shall be interpreted consistent with such intent. In the event that any provision of this Agreement is subject payable pursuant to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c4.2(b) or 5) or otherwise in connection with unless the Executive’s termination of employment with 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 determined to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which the 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 Executive’s termination benefits shall not be deemed provided to have incurred a termination of employment unless and until the Executive shall incur a “separation prior to the earlier of (A) the expiration of the six-month period measured from service” within the meaning date of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for Separation from Service or (B) the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) date of the average level Executive’s death. Upon the earlier of bona fide services performed by the Executive for the Company over the immediately preceding thirty-six (36such dates, all payments deferred pursuant to this Section 4.2(d) months. The determination of whether and when a separation from service has occurred shall be made in accordance with this subparagraph and paid in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements lump sum to the Executive, and in-kind benefits provided any remaining payments due under this the Agreement shall be made or paid as otherwise provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefitherein. For purposes of Section 409A409A of the Code, the Executive’s right to receive any installment payment under 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 are deemed to constitute taxable compensation to the Executive, such amounts will be reimbursed or provided no later than December 31 of the year following the year in which the expense was incurred. 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 benefit. The determination of whether the Executive is a payment period with reference to a number “specified employee” for purposes of days (e.g., “payment Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall be made within ninety (90) days following by the date Company in accordance with the terms of termination”), the actual date of payment within the specified period shall be within the sole discretion Section 409A of the CompanyCode and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A. It Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payments and benefits under this Agreement set forth herein either shall either be excluded exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or shall comply with the requirements of Section 409A and of the guidance issued thereunder Code, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision of this Agreement is subject to but fails to comply be exempt from or in compliance with Section 409A, the Company may revise the terms 409A of the provision to correct such noncompliance to Code. Notwithstanding the extent permitted under any guidanceforegoing, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account none of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” within the meaning of Section 409A. The parties agreeits Affiliates, as permitted in accordance with the final regulations thereunderofficers, a “separation from service” shall occur when the Executive and the Company reasonably anticipate directors, employees, or agents guarantees that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits provided under this Agreement shall be made complies with, or provided in accordance with is exempt from, the requirements of Section 409A of the Code and none of the foregoing shall have any 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 extent Plan, represents that such reimbursements he or in-kind benefits are she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to Section 409Aall of the terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Plan in their entirety, includinghas had an opportunity to obtain the advice of tax and legal counsel prior to executing this Agreement, where applicable, and fully understands all provisions of this Agreement and the requirements that: (i) Plan. Participant hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be resolved in accordance with the Plan. Participant further agrees to notify the Company upon any reimbursement is change in the address for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified notice indicated in this Agreement); . DATED: SIGNED: PARTICIPANT Address: EXHIBIT A XXXXXXX ENERGY CORPORATION RESTRICTIVE COVENANT AGREEMENT This Restrictive Covenant Agreement (iithe “Restrictive Agreement”) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be is made on or before the last and entered into this day of , , (the calendar year following “Effective Date”) by and between Xxxxxxx Energy Corporation, a Delaware corporation (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. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of terminationCompany”), the actual date of payment within the specified period shall be within the sole discretion of the Companyand , residing at (“Employee”).

Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A of the Code, to the extent subject thereto, and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intentand administered to be in compliance therewith. In the event that any provision of this Agreement or any other agreement or award referenced herein is subject mutually agreed by the parties to but fails to comply with be in violation of Section 409A409A of the Code, the Company may revise the terms of the provision parties shall cooperate reasonably to correct such noncompliance attempt to the extent permitted under any guidance, procedure amend or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under modify this Agreement (including any payments due under Sections 3(cor other agreement or award) or 5) or otherwise in connection with order to avoid a violation of Section 409A of the Executive’s termination Code while attempting to preserve the economic intent of employment with the Companyapplicable provision. Notwithstanding anything contained herein to the contrary, the Executive shall not be deemed considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code until the Executive would be considered to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” from the Company within the meaning of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) 409A of the average level of bona fide services performed by the Executive for the Company over the immediately preceding thirty-six (36) monthsCode. The determination of whether and when a separation from service has occurred shall Each amount to be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits paid or benefit to be provided under this Agreement shall be made or provided in accordance with the requirements construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that such reimbursements would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or inany other arrangement between the Executive and the Company during the six-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during month period immediately following the Executive’s lifetime separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). To the extent required to avoid an accelerated or during a shorter period additional tax under Section 409A of time specified in the Code, amounts reimbursable to the Executive under this Agreement); (ii) Agreement shall be paid to the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made Executive on or before the last day of the calendar year following the year in which the expense is incurred; was incurred and the amount of expenses eligible for reimbursement (ivand in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. CFI makes no representation that any or all of the right payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to reimbursement is not subject preclude Section 409A of the Code from applying to set off or liquidation or exchange for any other benefitsuch payment. For purposes of this Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”9(j), the actual date of payment within the specified period shall be within the sole discretion Section 409A of the CompanyCode shall include all regulations and guidance promulgated thereunder.

Section 409A. It is intended that payments To the fullest extent applicable, the compensation and benefits payable under this Agreement either are intended to be excluded exempt from the definition of “nonqualified deferred compensation” under Section 409A in accordance with one or more of the exemptions available under the final Treasury Regulations promulgated under Section 409A (the “Treasury Regulations”). To the extent that any such compensation or benefit under this Agreement is or becomes subject to Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation in accordance with the Treasury Regulations, this Agreement is intended to comply with the applicable requirements of Section 409A and the guidance issued thereunder and, accordingly, with respect to the maximum extent permitted, this payment of such compensation or benefits. This Agreement shall be interpreted consistent with such intent. In the event that any provision of this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance and administered to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” within the meaning of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and possible in a manner consistent with the foregoing statement of intent. To the extent applicable, each of the exceptions to Section 409A’s prohibition on acceleration of payments of nonqualified deferred compensation provided under Treasury Regulation Section 1.409A-1(h1.409A-3(j)(4) shall be permitted under the Agreement, including without limitation, the exception available under Treasury Regulation 1.409A-3(j)(4)(v). All reimbursements Notwithstanding anything herein to the contrary, the Employee expressly agrees and in-kind acknowledges that in the event that any taxes are imposed under Section 409A in respect of any compensation or benefits provided payable to the Employee, whether in connection with a Separation from Service under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409Aotherwise, including, where applicable, the requirements that: then (i) any reimbursement is for expenses incurred during the Executivepayment of such taxes shall be solely the Employee’s lifetime (or during a shorter period of time specified in this Agreement); responsibility, (ii) the amount neither Live Nation nor any of expenses eligible its past or present directors, officers, employees or agents shall have any liability for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; such taxes and (iii) the reimbursement of an eligible expense will be made on or before Employee shall indemnify and hold harmless, to the last day greatest extent permitted under law, each of the calendar year following the year foregoing from and against any claims or liabilities that may arise in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for respect of any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Companysuch taxes.

Section 409A. It is intended that payments and benefits under The parties intend for this Agreement either to conform in all respects to the requirements under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, the parties intend for this Agreement to be excluded from or interpreted, construed, administered and applied in a manner as shall meet and comply with the requirements of Section 409A 409A, and the guidance issued thereunder andBoard may amend this Agreement in its discretion so as to comply with any such requirement. Any reference in this Agreement to Section 409A, accordinglyor any subsection thereof, shall be deemed to mean and include, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision of this Agreement is subject to then applicable and then in force and effect (but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance not to the extent permitted under any guidanceoverruled, procedure limited or other method promulgated superseded), published rulings, notices and similar announcements issued by the Internal Revenue Service now under or in interpreting Section 409A and regulations (proposed, temporary or final) issued by the future United States Secretary of the Treasury under or otherwise available that provides for such correction interpreting Section 409A. Notwithstanding any other provision of this Agreement, neither the Company nor any of its subsidiaries or affiliates nor any individual acting as a means director, officer, employee, agent or other representative of the Company or of a subsidiary or affiliate shall be liable to avoid the Executive or mitigate any taxesother person for any claim, interest loss, liability or expense arising out of any interest, penalties that would otherwise be incurred 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 account of such noncomplianceadvisors. Provided, however, that in no event whatsoever shall If the Executive is a “specified employee” (as determined by the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing 409A) on the date of the Executive’s separation from service, if and to comply with Section 409A. Solely for purposes of determining the time and form of extent that any payments due the Executive payable upon such separation from service under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” constitute deferred compensation within the meaning of Section 409A. The parties agree409A, as permitted in accordance with each such severance payment shall be paid on the final regulations thereunderlater of (a) the date scheduled to be paid under Section 6 hereof, a “or (b) the first business day after the date that is six (6) months after the date of the Executive’s separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits provided Each installment under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is regarded as a separate “payment” for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.409A.

Section 409A. It is intended that payments and benefits under The parties intend for this Agreement either to conform in all respects to the requirements under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, the parties intend for this Agreement to be excluded from or interpreted, construed, administered and applied in a manner as shall meet and comply with the requirements of Section 409A 409A, and the guidance issued thereunder andBoard may amend this Agreement in its discretion so as to comply with any such requirement. Any reference in this Agreement to Section 409A, accordinglyor any subsection thereof, shall be deemed to mean and include, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision of this Agreement is subject to then applicable and then in force and effect (but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance not to the extent permitted under any guidanceoverruled, procedure limited or other method promulgated superseded), published rulings, notices and similar announcements issued by the Internal Revenue Service now under or in interpreting Section 409A and regulations (proposed, temporary or final) issued by the future United States Secretary of the Treasury under or otherwise available that provides for such correction interpreting Section 409A. Notwithstanding any other provision of this Agreement, neither the Company nor any of its subsidiaries or affiliates nor any individual acting as a means director, officer, employee, agent or other representative of the Company or of a subsidiary or affiliate shall be liable to avoid the Executive or mitigate any taxesother person for any claim, interest loss, liability or expense arising out of any interest, penalties that would otherwise be incurred 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 account of such noncomplianceadvisors. Provided, however, that in no event whatsoever shall If the Executive is a "specified employee" (as determined by the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing 409A) on the date of the Executive's separation from service, if and to comply with Section 409A. Solely for purposes of determining the time and form of extent that any payments due the Executive payable upon such separation from service under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” constitute deferred compensation within the meaning of Section 409A. The parties agree409A, as permitted in accordance with each such severance payment shall be paid on the final regulations thereunderlater of (a) the date scheduled to be paid under Section 6 hereof, a “or (b) the first business day after the date that is six (6) months after the date of the Executive's separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits provided Each installment under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is regarded as a separate "payment" for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.409A.

Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement either be excluded are exempt from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance issued thereunder and(“Section 409A”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intentand administered to be in compliance therewith or exempt therefrom, as applicable. In Notwithstanding anything to the event that any provision of contrary in the Plan or this Agreement, the Corporation reserves the right to revise this Agreement is subject to but fails as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A409A or to otherwise avoid imposition of 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 Company may revise Corporation makes no representation that the terms 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 Section 409A. For purposes of the provision to correct such noncompliance Plan and this Agreement, to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in PSUs constitute “non-qualified deferred compensation” within the future or otherwise available that provides for such correction as a means meaning of Section 409A and necessary to avoid or mitigate any taxes, interest or accelerated taxation and/or tax penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s 409A, a termination of employment with the Company, the Executive Employment shall not be deemed to have incurred a occurred for purposes of settlement of any portion of the PSUs unless such termination of employment unless and until the Executive shall incur constitutes a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of Employment” or similar terms shall mean “separation from service.” Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of Section 409A. The parties agreeIn addition, as permitted in accordance with notwithstanding anything herein to the final regulations thereundercontrary, if you are deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A and you are subject to U.S. federal taxation, then, to the extent the settlement of the PSUs following such termination of Employment is considered the payment of non-qualified deferred compensation under Section 409A payable on account of a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation is not exempt from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). 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 such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, such settlement shall be delayed until the requirements that: date that is the earlier of (i) any reimbursement is for expenses incurred during the Executive’s lifetime (expiration of the six-month period measured from the date of such “separation from service” or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Companyyour death.

Section 409A. It The intent of the parties is intended that payments and benefits or issuance of Settlement Shares under this Award Agreement either be excluded from or comply with the requirements of or be exempt from Section 409A and of the guidance issued thereunder Code and, accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted consistent with such intentto be in compliance therewith or exempt therefrom, as applicable. In If any other payments due or issuance of Settlement Shares to the event that any provision Grantee hereunder could cause the application of this Agreement is subject to but fails to comply with an accelerated or additional tax under Section 409A409A of the Code, the Company may revise (i) adopt such amendments to the terms Award Agreement, including amendments with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the provision to correct such noncompliance to the extent permitted under any guidance, procedure payments or other method promulgated issuance of Settlement Shares provided by the Internal Revenue Service now or in the future or otherwise available that provides for Award Agreement and/or (ii) take such correction other actions as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest determines necessary or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing appropriate to comply with the requirements of Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s A termination of employment with the Company, the Executive Service shall not be deemed to have incurred occurred for purposes of this Award Agreement providing for the payment of any amounts or issuance of Settlement Shares that are considered nonqualified deferred compensation under Section 409A upon or following a termination of employment employment, unless and until the Executive shall incur such termination is also a “separation from service” within the meaning of Section 409A. The parties agree, as permitted in accordance with 409A and the final regulations thereunder, payment or issuance thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Award Agreement relating to any such payment or issuance, references to a “termination,” “termination of employment” or like terms shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a mean “separation from service has occurred service.” If the Grantee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then, notwithstanding any other provision herein, with regard to any payment or issuance of Settlement Shares that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service,” such payment or issuance shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits provided under this Agreement shall not be made or provided prior to the date which is the earlier of (A) the expiration of the six-month period measured from the date of such “separation from service” of the Grantee, and (B) the date of the Grantee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments or issuances of Settlement Shares delayed pursuant to this Section 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 to the Grantee in a lump sum or issued to the Grantee on the first business day following the Delay Period, and any remaining payments or issuances due under this Award Agreement shall be paid or issued in accordance with the requirements normal payment dates specified for them herein. Nothing contained in this Award Agreement shall constitute any representation or warranty by the 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 penalties under Section 409A on any person and the Company, its subsidiaries and affiliates, and each of their employees and representatives shall not have any liability to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment 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 Grantee with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Companyrespect thereto.

Section 409A. It This Agreement is intended that payments and benefits under this Agreement either to comply with, or otherwise be excluded from or comply with exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent with such intenttherewith, but without increasing the Company’s liability hereunder. In the event that any provision of this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance Notwithstanding anything to the extent permitted under any guidancecontrary herein, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” for purposes of Code Section 409A upon or following a termination of employment unless and until the Executive shall incur such termination is also a “separation from service” within the meaning of Code Section 409A. The parties agree409A 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.” In addition, the entitlement to any series of payments provided for in this Agreement shall be treated as permitted a series of separate payments rather than a single payment for purposes of Section 409A of the Code. Notwithstanding anything to the contrary in accordance this Agreement, if the 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), then with regard to any payment or the final regulations thereunder, provision of any benefit that is considered “nonqualified deferred compensation” for purposes of Code Section 409A payable on account of a “separation from service,” such payment or benefit shall occur when not be made or provided until the Executive 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 Employee, and (B) the Company reasonably anticipate that date of the ExecutiveEmployee’s level death, to the extent required under Code Section 409A. Upon the expiration of bona fide services for the Company foregoing delay period, all payments and benefits delayed pursuant to this Section 10.7 (whether as an employee they would have otherwise been payable in a single sum or an independent contractorin installments in the absence of such delay) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and paid or reimbursed to the Employee in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements lump sum, and in-kind any remaining payments and benefits provided due under this Agreement shall be made paid or provided in accordance with the requirements of Section 409A normal payment dates specified for them herein. All expense reimbursements provided in this Agreement shall be submitted to the extent that Company by the Employee no later than 60 days after the date on which the applicable expense was incurred, and the Company shall reimburse the Employee within thirty (30) days after such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: submission (i) any but in no event shall such reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before occur later than the last day of the calendar year following the calendar year in which the such expense is was incurred; and (iv) the right to ). In addition, no reimbursement is not or in-kind benefit shall be subject to set off or liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided, during any other benefit. For purposes of Section 409Acalendar year shall not affect the amount available for reimbursement, the Executive’s right or in-kind benefits to any installment payment under this Agreement shall be treated as provided, in a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of terminationsubsequent calendar year.”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. It is intended the intent of the parties that payments and benefits any payment to which the Executive is entitled under this Agreement either be excluded exempt from or comply with the requirements of Section 409A and of the guidance issued thereunder and, accordinglyCode, to the maximum extent permittedpermitted under Section 409A. However, this Agreement shall if any such amounts are considered to be interpreted consistent with such intent. In the event that any provision of this Agreement is “nonqualified deferred compensation” subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidanceamounts shall be paid and provided in a manner, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for and at such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection form, as complies with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” within the meaning of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the applicable requirements of Section 409A to avoid the extent that such reimbursements unfavorable tax consequences provided therein for non-compliance. Neither the Executive nor the Employer shall intentionally take any action to accelerate or in-kind benefits are subject to Section 409A, including, where applicable, delay the requirements that: (i) payment of any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement amounts in any other calendar year; (iii) manner which would not be in compliance with Section 409A without the reimbursement of an eligible expense will be made on or before the last day consent 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 benefitparty. For purposes of Section 409Athis Agreement, the Executive’s right all rights to any installment payment under this Agreement payments shall be treated as a right rights to receive a series of separate and distinct payments. Whenever a payment payments to the fullest extent allowed by Section 409A. To the extent that some portion of the payments under this Agreement specifies a payment period with reference 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 a number be applicable to any provision of days (e.g.this Agreement, “payment such provision shall be made within ninety (90) days following 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 incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the date same extent as though expressly set forth herein. If any provision of termination”)this Agreement would cause Executive to incur any additional tax or interest under Section 409A, the actual date Employer shall, upon Executive’s specific request, use its reasonable business efforts to in good faith reform such provision to comply with Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to Executive and the Employer of payment within the specified period applicable provision shall be within maintained, but the sole discretion Employer shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Employer. The Employer shall not have any liability to Executive with respect to tax obligations that result under any tax law and makes no representation with respect to the tax treatment of the Companypayments and/or benefits provided under this Agreement.

Section 409A. It This Agreement is intended to be interpreted and applied so that the payments and benefits under this Agreement set forth herein shall either be excluded exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (and the regulations and other guidance issued thereunder)(“Section 409A”), or comply if such payments and benefits are not exempt from the requirements of Section 409A, in compliance with the requirements of Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. 409A. In the event that any provision of this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall may Executive, directly or indirectly, designate the Company calendar year of any payment to be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive made under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise which constitutes a “deferral of compensation” within the meaning of Section 409A. Notwithstanding anything in connection with this Agreement or elsewhere to the Executive’s contrary, a termination of employment with the Company, the Executive shall not be deemed to have incurred 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 and until the Executive shall incur such termination is also a “separation from service” within the meaning of Section 409A. The parties agree409A and, as permitted in accordance with the final regulations thereunderfor purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” shall occur when within the meaning of Section 409A. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if on Executive’s termination of employment, Executive is deemed 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 Company reasonably anticipate that permitted payments under Treasury Regulation section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided to 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) on the earlier of (x) the date which is six months and one day after Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred for any reason other than death, and (y) the date of Executive’s death, and any remaining payments and benefits shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits provided under this Agreement shall be made paid or provided in accordance with the requirements of Section 409A normal payment dates specified for such payment or benefit. With respect to the extent that such reimbursements or in-kind benefits are subject any expense reimbursement benefit provided pursuant to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); , (ii1) the amount of expenses eligible for reimbursement provided to Executive during a any calendar year may shall not affect the amount of expenses eligible for reimbursement provided to Executive in any other calendar year; , (iii2) the reimbursement of an eligible expense will 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 EXECUTIVE EMPLOYMENT AGREEMENT Page 12 calendar year in which the applicable expense is incurred; , and (iv3) the right to payment or reimbursement is hereunder may not subject to set off be liquidated or liquidation or exchange exchanged for any other benefit. For Each payment under this Agreement to Executive shall be deemed a separate payment. To the extent the benefits provided under Article II.B or Article III.A.(ii) are otherwise taxable to Executive, such benefits, for purposes of Section 409A shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the Executive’s right provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year. The Company and Executive intend that each installment payment of payments and benefits provided under this Agreement shall be treated as a right to receive a series separate identified payment for purposes of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.Section 409A.

Section 409A. It is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision The provisions of this Agreement is subject to but fails are intended to comply with Section 409A, the Company may revise the terms 409A of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account Code of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” within the meaning of Section 409A. The parties agree1986, as permitted in accordance with amended (the “Code”) and any final regulations thereunder, a and guidance promulgated thereunder (“separation from service” shall occur when the Executive Section 409A”) and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and construed in a manner consistent with Treasury Regulation the requirements for avoiding taxes or penalties under Section 1.409A-1(h). All reimbursements 409A. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A. To the extent that Employee will be reimbursed for costs and expenses or in-kind benefits provided under this Agreement shall be made or provided in accordance with benefits, except as otherwise permitted by Section 409A, (a) the requirements of Section 409A right to the extent that such reimbursements reimbursement or in-kind benefits are is not subject to Section 409Aliquidation or exchange for another benefit, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (iib) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during a calendar any taxable year may shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; provided that the foregoing clause (iiib) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the reimbursement of an eligible expense will Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (c) such payments shall be made on or before the last day of the calendar taxable year following the taxable year in which you incurred the expense 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 constitutes a “Separation from Service” within the meaning 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. [*]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 incurred; made within the terms of the “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 and (iv) payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the right to reimbursement maximum extent permitted by that regulation, with any amount that is not exempt from Code Section 409A being subject to set off or liquidation or exchange for Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s termination, then only that portion of the severance and benefits payable to Employee pursuant to this Agreement, if any, and any other benefit. For purposes of severance payments or separation benefits which may be considered deferred compensation under Section 409A409A (together, the Executive’s right to any installment payment under this Agreement shall be treated “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall defined herein) may be made within ninety the first six (906) days months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the 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 following the date of termination”)Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the actual payment schedule applicable to each payment or benefit. Notwithstanding 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 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 within the specified period shall be within the sole discretion of the Companyschedule applicable to each payment or benefit.

Section 409A. It This Agreement is intended that payments to comply with Code Section 409A to the extent subject thereto and benefits shall be interpreted and administered in compliance therewith. Any term used in this Agreement which is defined in Code Section 409A or the regulations promulgated thereunder (the “Regulations”) shall have the meaning set forth therein unless otherwise specifically defined herein. Any obligations to pay nonqualified deferred compensation (within the meaning of Code Section 409A) under this Agreement either be excluded from or comply with the requirements of Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision of this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise arise in connection with the Executive’s “termination of employment,” “termination” or other similar references shall only be triggered if the termination of employment with the Company, the Executive shall not be deemed to have incurred a or termination of employment unless and until the Executive shall incur qualifies as a “separation from service” within the meaning of Section 409A. The parties agree§1.409A-l(h) of the Regulations. Notwithstanding any other provision of this Agreement, as permitted in accordance with if at the final regulations thereunder, a “separation from service” shall occur when time of the Executive and the Company reasonably anticipate that termination of the Executive’s level of bona fide services for employment, the Company Executive is a “specified employee,” as defined in Code Section 409A or the 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, he shall not be entitled to receive such payments until the date which is six (whether as an employee or an independent contractor6) will permanently decrease to no more than forty percent (40%) months after the termination of the average level Executive’s employment for any reason or, if earlier, the date of bona fide services performed the Executive’s death. Each amount to be paid or benefit to be provided to the Executive under this Agreement that constitutes deferred compensation subject to Code Section 409A shall be construed as a separate identified payment for purposes of Code Section 409A. If any expense reimbursement by the Executive for the Company over the immediately preceding thirty-six (36) months. The determination of whether and when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits provided under this Agreement shall is determined to be made or provided in accordance with “deferred compensation” within the requirements meaning of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that: (i) without limitation any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) under Section 4.4, then the reimbursement of an eligible expense will shall be made on or before to the last day Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the calendar year following the year in during which such expense was incurred. In addition, if any provision of this Agreement would subject the expense is incurred; and (iv) the right Executive to reimbursement is not subject to set off any additional tax or liquidation or exchange for any other benefit. For purposes of interest under Code Section 409A, then the Executive’s right Company shall reform such provision; provided that the Company shall (x) maintain, to the maximum extent practicable, the original intent of the applicable provision without subjecting the Executive to such additional tax or interest and (y) not incur any installment payment under this Agreement shall be treated additional compensation expense as a right to receive a series result of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Companysuch reformation.

Section 409A. It This Agreement is intended that payments and benefits under this Agreement either be excluded from or to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), the Treasury regulations and other guidance promulgated or issued thereunder (“Section 409A”), to the extent that 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 guidance issued thereunder and, accordingly, to the maximum extent permitted, provisions of this Agreement shall be interpreted construed in a manner consistent with such intentthat intention. In The Company shall not have any liability to Executive with respect to tax obligations that result under any tax law and makes no representation with respect to the event tax treatment of the payments and/or benefits provided under this Agreement. Any provision required for compliance with Section 409A 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 is subject to but fails the same extent as though expressly set forth herein. If, and to the extent required to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred 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 and until the Executive shall incur such termination is also a “separation from service” (excluding death) within the meaning of Section 409A. The parties agree409A and, as permitted in accordance with the final regulations thereunderfor purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean “separation from service” shall occur when (excluding death). If Executive is deemed on the Executive and date of termination to be a “specified employee,” within the Company reasonably anticipate meaning of that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%term under Section 409A(a)(2)(B) of the average level of bona fide services performed Code and using the identification methodology selected by the Executive for Company from time to time, or if none, the Company over default methodology, then with regard to any payment or the immediately preceding thirtyproviding 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 required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-six (36) months. The determination month period measured from the date of whether and when a Executive’s “separation from service has occurred shall be made in accordance with service” or (ii) the date of death. On the first business day following six months after the date of “separation from service,” or if earlier, on the date of death, all payments delayed pursuant to this subparagraph and Section 409A (whether they would have otherwise been payable in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and in-kind any remaining payments and benefits provided due under this Agreement shall be made paid or provided in accordance with the requirements normal payment dates specified for them herein. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A 409A, (i) the right to the extent that such reimbursements reimbursement or in-kind benefits are is not subject to Section 409Aliquidation or exchange for another benefit, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during a calendar any taxable year may shall not affect the expenses expense eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other calendar 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) the reimbursement of an eligible expense will such payments shall be made on or before the last day of the calendar Executive’s taxable year following the taxable year in which the expense is was incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of 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 meaning of Section 409A. In addition, any series of installment payment payments 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 (e.g., “payment shall be made within ninety (90) days following the date of termination”Reg. Section 1.409A-2(b)(2)(iii), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. It Executive and the Employer intend for all payments under this Agreement to be either outside the scope of Section 409A of the Code or to comply with its requirements as to timing of payments. Accordingly, to the extent applicable, this Agreement at all times is intended that 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 either that is reasonably necessary to be excluded exempt from or comply with Section 409A. Notwithstanding the requirements of 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 and of the guidance issued thereunder and, accordingly, 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 (with the earliest amounts payable being deemed subject to the maximum exception to the extent permittedavailable). For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be interpreted consistent with such intent. In the event that any provision of this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction treated as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account separate payment of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely compensation for purposes of determining applying the time and form Section 409A of payments due the Executive Code. Notwithstanding anything in this Agreement to the contrary, if any amounts or benefits payable under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the event of Executive’s termination of employment with constitute “nonqualified deferred compensation” within the Companymeaning of Code Section 409A, the payment of such amounts and benefits shall commence when Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur 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 409A. The parties agree, 414(b) or 414(c) as permitted modified by the rules under Section 409A of the Code (a “Separation from Service”). Such payments or benefits shall be provided in accordance with the final regulations thereundertiming provisions of this Agreement by substituting the Agreement’s references to “termination of employment” or “termination” with Separation from Service. In addition, if at the time of Executive’s Separation from Service Executive is a “separation from servicespecified employee” shall occur when within the Executive and the Company reasonably anticipate meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that the constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to Executive on account of Executive’s level Separation from Service will not be paid until after the earlier of bona fide services (i) the first business day of the seventh month following Executive’s Separation from Service, or (ii) the date of Executive’s death (the “409A Suspension Period”) to the extent required to comply with Section 409A of the Code. After the end of the 409A Suspension Period, Executive shall be paid 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 Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) imposition of the average level of bona fide services performed by the 409A Suspension Period. Thereafter, Executive for the Company over the immediately preceding thirty-six (36) months. The determination of whether shall receive any remaining payments and when a separation from service has occurred shall be made benefits due under this Agreement in accordance with this subparagraph and in a manner consistent with Treasury Regulation the terms of Section 1.409A-1(h6(d) or Section 7(a), as applicable (as if there had not been any 409A Suspension Period beforehand). All To the extent not otherwise specified in this Agreement, all (A) reimbursements and (B) in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to of the extent that such reimbursements or in-kind benefits are subject to Section 409ACode, including, where applicable, the requirements that: requirement that (i1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii2) the amount of expenses eligible for reimbursement reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement reimbursement, or in kind benefits to be provided, in any other calendar year; (iii3) the reimbursement of an eligible expense will be made on or before no later than the last day of the calendar year following the year in which the expense is incurred; and (iv4) the right to reimbursement or in kind benefits is not subject to set off or liquidation or exchange for any other another benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. It is intended Manager and the OptiNose Companies intend that the payments and benefits under provided for in this Agreement either be excluded exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A” ), or comply be provided for in a manner that complies with Section 409A of the requirements of Code. Neither the Manager nor the OptiNose Companies individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the guidance issued thereunder andprovisions of this Agreement, accordingly, and no amount that is subject to Section 409A shall be paid prior to the maximum earliest date on which it may be paid without violating Section 409A. To the extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision of this Agreement hereof is subject to but fails modified in order to comply with Section 409A, such modification shall be made in good faith and shall, to the Company may revise maximum extent reasonably possible, maintain the terms original intent and economic benefit to the Manager and the OptiNose Companies of the applicable provision to correct such noncompliance to without violating the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account provisions of such noncompliance. Provided, however, that in Section 409A. In no event whatsoever shall the Company OptiNose Companies be liable for any additional tax, interest or penalty that may be imposed upon or other detriment suffered on the Manager by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” within the meaning of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). 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 such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the ExecutiveManager’s right to any receive installment payment under 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 days (e.g., “payment shall be made within ninety thirty (9030) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the CompanyOptinose Companies.

Section 409A. It is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements of Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision intent of this Agreement is subject that no payment to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” result in nonqualified deferred compensation within the meaning of Section 409A. The parties agree409A of the Internal Revenue Code of 1986, as permitted in accordance with amended (the final regulations thereunder“Code”), a “separation from service” shall occur when the Executive and the Company reasonably anticipate Treasury Regulations and applicable guidance promulgated thereunder. However, in the event that all, or a portion, of the Executive’s level payments set forth in this Agreement meet the definition of bona fide services for nonqualified deferred compensation, the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall intends that such payments be made in accordance with this subparagraph and in a manner consistent that complies with Treasury Regulation Section 1.409A-1(h)409A of the Code and any guidance issued thereunder. All reimbursements and in-kind benefits provided under The Company shall take all necessary steps to fulfill this intent, including, but not limited to, making any amendments to this Agreement shall as may be made or provided in accordance necessary to comply with the provisions of Section 409A of the 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 to of the extent Code so long as such delay is based on the Company’s reasonable understanding that such payment would violate U.S. federal securities laws or other applicable laws; provided payment shall be made at the earliest date at which the Company reasonably anticipates making the payment will not cause such violation. Payment or reimbursement of any expenses incurred by Executive pursuant to this Agreement, if any, other than reimbursements that would otherwise be exempt from income or in-kind benefits are subject to the application of Code Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will shall be made on or before the last day promptly and in no event later than December 31 of the calendar year following the year in which such expenses were incurred, and the expense is incurred; and (iv) amount of such expenses eligible for payment or reimbursement, 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 is or in-kind benefits shall not be subject to set off or liquidation or exchange for any other another benefit. For purposes of Section 409Athis Agreement, the phrases like “termination of employment,” “termination of Executive’s right to any installment payment under this Agreement employment,” “Executive terminates her employment”, and similar phrases shall be treated as a right interpreted to receive a series comply with the requirements of separate Code Section 409A and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the CompanyTreasury regulations and applicable guidance promulgated thereunder.

Section 409A. It This Agreement is intended to be interpreted and applied so that the payments and benefits under this Agreement set forth herein shall either be excluded exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (and the regulations and other guidance issued thereunder)(“Section 409A”), or comply if such payments and benefits are not exempt from the requirements of Section 409A, in compliance with the requirements of Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. 409A. In the event that any provision of this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall may Executive, directly or indirectly, designate the Company calendar year of any payment to be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive made under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise which constitutes a “deferral of compensation” within the meaning of Section 409A. Notwithstanding anything in connection with this Agreement or elsewhere to the Executive’s contrary, a termination of employment with the Company, the Executive shall not be deemed to have incurred 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 and until the Executive shall incur such termination is also a “separation from service” within the meaning of Section 409A. The parties agree409A and, as permitted in accordance with the final regulations thereunderfor purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” shall occur when within the meaning of Section 409A. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if on Executive’s termination of employment, Executive is deemed 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 Company reasonably anticipate that permitted payments under Treasury Regulation section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided to 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) on the earlier of (x) the date which is six months and one day after Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred for any reason other than death, and (y) the date of Executive’s death, and any remaining payments and benefits shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits provided under this Agreement shall be made paid or provided in accordance with the requirements of Section 409A normal payment dates specified for such payment or benefit. With respect to the extent that such reimbursements or in-kind benefits are subject any expense reimbursement benefit provided pursuant to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); , (ii1) the amount of expenses eligible for reimbursement provided to Executive during a any calendar year may shall not affect the amount of expenses eligible for reimbursement provided to Executive in any other calendar year; , (iii2) the reimbursement of an eligible expense will 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 (iv3) the right to payment or reimbursement is hereunder may not subject to set off be liquidated or liquidation or exchange exchanged for any other benefit. For Each payment under this Agreement to Executive shall be deemed a separate payment. To the extent the benefits provided under Article II.B or Article III.A.(ii) are otherwise taxable to Executive, such benefits, for purposes of Section 409A shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the Executive’s right provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year. The Company and Executive intend that each installment payment of payments and benefits provided under this Agreement shall be treated as a right to receive a series separate identified payment for purposes of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.Section 409A.

Section 409A. It is intended that payments and benefits under Unless otherwise expressly provided, any payment of compensation by Company to the Executive, whether pursuant to this Agreement either or otherwise, shall be made within two and one-half months (21/2 months) after the later of the end of the calendar year of the Company’s fiscal year in which the Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” 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 or “deferred compensation” as allowed under Code Section 409A, and shall not be subject to 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 409A, and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent in accordance therewith. No party may accelerate any such deferred payment, except in compliance with such intent. 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 provision stock of this Agreement which is subject publicly traded on an established securities market, payments determined to but fails to comply with Section 409A, the Company may revise the terms be “nonqualified deferred compensation” payable following termination of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise engagement shall be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time deferred and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and paid until the Executive shall incur a “separation from service” within the meaning earlier of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). 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 such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the sixth (6th) complete calendar year month following such termination of the year in which the expense is incurred; and engagement, or (ivii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right death, consistent with the provisions of Code Section 409A. Notwithstanding anything herein to any installment payment under the contrary no amendment may be made to this Agreement shall if it would cause the Agreement or any payment hereunder not to be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period in compliance with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.Section 409A.

Section 409A. It is intended The parties acknowledge and agree that, to the extent applicable, this Restricted Share Unit Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with, Section 409A of the Code and the Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that payments may be issued after the Grant Date. 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 the Code, the Company, with the Grantee’s consent, may adopt such limited amendments to this Restricted Share Unit Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Restricted Share Unit Agreement either be excluded from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Restricted Share Unit Agreement or (ii) comply with the requirements of Section 409A and of the guidance issued thereunder and, accordinglyCode. Notwithstanding any other provision of this Restricted Share Unit Agreement, to the maximum extent permittedthe delivery of the shares represented by this Restricted Share Unit Agreement is treated as non-qualified deferred compensation subject to Section 409A of the Code, this Agreement then no delivery of such shares shall be interpreted consistent with such intent. In made upon the event that any provision of this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the ExecutiveGrantee’s termination of employment with the Company, the Executive shall not be deemed to have incurred a unless such termination of employment unless and until the Executive shall incur constitutes a “separation from service” within the meaning of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%1.409A-1(h) of the average level of bona fide services performed by the Executive for Treasury Regulations. Although the Company over intends to administer this Restricted Share Unit Agreement so that the immediately preceding thirty-six (36) months. The determination of whether Award will be exempt from, or will be interpreted and when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with comply with, the requirements of Section 409A of the Code, the Company does not warrant that the Award made under this Restricted Share Unit Agreement will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law. The Company shall not be liable to the extent Grantee for any tax, interest, or penalties that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during Grantee might owe as a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day result 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. For purposes of Section 409A, the Executive’s right to any installment payment Award made under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the CompanyRestricted Share Unit Agreement.

Section 409A. It This RSU Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the 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 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 applicable, this RSU Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any other provision of the Plan, this RSU Agreement and the Grant Notice, if at any time the Administrator determines that payments this Award (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, this RSU Agreement or the Grant Notice, or adopt other policies and benefits under procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Agreement Award either to be excluded exempt from the application of Section 409A or to comply with the requirements of Section 409A and 409A. If the guidance issued thereunder and, accordingly, RSUs are determined to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision of this Agreement is subject to but fails Section 409A, (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 comply “specified employees” (as defined in accordance with Section 409A) upon termination of employment, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under if applicable), (ii) any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available amount 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 on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed is payable upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the ExecutiveParticipant’s termination of employment with the Companyemployment, the Executive shall not if any, may only be deemed to have incurred a termination of employment unless and until the Executive shall incur made upon a “separation from service” within the meaning under Section 409A, and (iii) for purposes of Section 409A. The parties agree409A (including, as permitted in accordance with the final regulations thereunderwithout limitation, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level for purposes of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h1.409A-2(b)(2)(iii). All reimbursements and in-kind benefits provided ), each right to a series of installment payments under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under 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 (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 Companypayment.

Section 409A. It This Agreement is intended that payments and benefits under this Agreement either be excluded from or to comply with the requirements of Section 409A and the guidance issued thereunder and, accordingly, to regulations thereunder. To the maximum extent permitted, that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be interpreted consistent with such intent. In the event in a manner so that any provision of this Agreement is no payment due to Executive shall be subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any an “additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” within the meaning of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company 409A(a)(1 )(whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%B) of the average level Code. To the extent that any provision in the Agreement is ambiguous as to its compliance with Section 409A of bona fide services performed by the Executive for Code, or to the Company over extent any provision in the immediately preceding thirty-six (36) months. The determination Agreement must be modified to comply with Section 409A of whether and when a separation from service has occurred the Code, such provision shall be made read, or shall be modified (with the mutual consent of the parties), as the case may be, in accordance with this subparagraph and in such a manner consistent with Treasury Regulation so that no payment due to Executive shall be subject to an “additional tax” within the meaning of Section 1.409A-1(h)409A(a)(l)(B) of the Code. For purposes of Section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of any payment. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to of the extent that such reimbursements or in-kind benefits are subject to Section 409ACode, including, where applicable, the requirements that: requirement that (i) any reimbursement is be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); , (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; , (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; , and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other another benefit. For purposes of Section 409ANotwithstanding anything to the contrary herein, the Executive’s right to any installment if a payment or benefit under this Agreement shall is due to a “separation from service” for purposes of 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 treated a “specified employee” (as a right determined under Treas. Reg. § I.409A-l(i)), such payment or benefit shall, to receive a series the extent necessary to comply with the requirements of separate and distinct payments. Whenever a payment under Section 409A of the Code, be made or provided on the later of the date specified by the foregoing provisions of this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following or the date that is six months after the date of termination”)Executive’s separation from service (or, if earlier, the actual date of payment within the specified period Executive’s death). Any installment payments that are delayed pursuant to this Section 12 shall be within accumulated and paid in a lump sum on the sole discretion first day of the Companyseventh 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. It is intended that payments and benefits under The parties intend for this Agreement either to conform in all respects to the requirements under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, the parties intend for this Agreement to be excluded from or interpreted, construed, administered and applied in a manner as shall meet and comply with the requirements of Section 409A 409A, and the guidance issued thereunder andBoard may amend this Agreement in its discretion so as to comply with any such requirement. Any reference in this Agreement to Section 409A, accordinglyor any subsection thereof, shall be deemed to mean and include, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision of this Agreement is subject to then applicable and then in force and effect (but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance not to the extent permitted under any guidanceoverruled, procedure limited or other method promulgated superseded), published rulings, notices and similar announcements issued by the Internal Revenue Service now under or in interpreting Section 409A and regulations (proposed, temporary or final) issued by the future United States Secretary of the Treasury under or otherwise available that provides for such correction interpreting Section 409A. Notwithstanding any other provision of this Agreement, neither the Company nor any of its subsidiaries or affiliates nor any individual acting as a means director, officer, employee, agent or other representative of the Company or of a subsidiary or affiliate shall be liable to avoid the Executive or mitigate any taxesother person for any claim, interest loss, liability or expense arising out of any interest, penalties that would otherwise be incurred 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, including, without limitation, under Section 409A, and, with respect to such matters, he relies solely on account of such noncomplianceadvisors. Provided, however, that in no event whatsoever shall If the Executive is a “specified employee” (as determined by the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing 409A) on the date of the Executive’s separation from service, if and to comply with Section 409A. Solely for purposes of determining the time and form of extent that any payments due the Executive payable upon such separation from service under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” constitute deferred compensation within the meaning of Section 409A. The parties agree409A, as permitted in accordance with each such severance payment shall be paid on the final regulations thereunderlater of (a) the date scheduled to be paid under Section 6 hereof, a “or (b) the first business day after the date that is six (6) months after the date of the Executive’s separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits provided Each installment under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is regarded as a separate “payment” for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.409A.

Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement either be excluded are exempt from or comply with the requirements of Internal Revenue Code Section 409A and the guidance issued thereunder and, accordingly409A. Accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent to be exempt from Section 409A by reason of the short-term deferral and separation pay exemptions found in Treasury Regulation Sections 1.409A-1(b)(4) and 409A-1(b)(9). If you notify the Company that you have received advice of tax counsel of national reputation with such intent. In the event expertise in Section 409A that any provision of this Agreement (or any award of compensation, including equity compensation or benefits) would cause you to incur any additional tax or interest under Section 409A (with specificity as to the reason thereof) or the Company independently makes such determination, the Company shall, after consulting with you, reform such provision to try to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. To the extent that any provision hereof is subject to but fails modified in order to comply with 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 you and the Company may revise the terms of the applicable provision to correct such noncompliance to without violating the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account provisions of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive Your separation shall not be deemed to have incurred a termination occurred for purposes of employment any provision of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following your separation of employment, unless and until the Executive shall incur such separation is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a ‘separation from service” would violate Section 409A. The parties agreeFor purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “separation,” “separation of employment” or like terms shall mean “separation from service.” If, as permitted in accordance with of the final regulations thereunder, a “separation from service” from the Company, you are a “specified employee” (within the meaning of that term under Section 409(a)(2) (B)), then with regard to any payment or the provision of any benefit hereunder that is considered “nonqualified deferred compensation” under Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and is payable upon your separation from service, such payment or benefit shall occur when not be made or provided until the Executive date which is the earlier of (A) the expiration of the six (6) month and one day period measured from your “separation from service” and (B) the Company reasonably anticipate date of your death (the “Delay Period”) and this Agreement and each such plan, program, payroll practice or equity grant shall hereby be deemed amended accordingly. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum with interest at the prime rate as published in the Wall Street Journal on the first business day of the Delay Period (provided that any payment measured by a change in value that continues during the Executive’s level of bona fide services Delay Period shall not be credited with interest for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 Delay Period), and when a separation from service has occurred shall be made in accordance with this subparagraph any remaining payments and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits provided due under this Agreement shall be made paid or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is regularly scheduled payment dates specified for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefitthem herein. For purposes of Section 409A, the Executive’s your right to receive any installment payment under payments pursuant to this Agreement agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety thirty (9030) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.. To the extent any reimbursement or in-kind payment provided pursuant to this Agreement is deemed nonqualified deferred compensation subject to Section 409A then (i) all such expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event 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 you; (ii) 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 (Iii) the right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. No amounts payable to you by the Company or any of its subsidiaries or affiliates under this Agreement or any other agreement that constitute nonqualified deferred compensation subject to Section 409A shall be subject to offset by any other amount, except a s permitted under Section 409A.

Section 409A. It Notwithstanding anything herein to the 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 excluded exempt from the requirements of Section 409A of the Code, and the rules and regulations promulgated thereunder (“Section 409A”), or shall comply with the requirements of Section 409A and the guidance issued thereunder such provision and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent to be exempt from or in compliance with such intent. In Section 409A. To the event extent the Company determines that any provision of this Agreement would cause Executive to incur any additional tax or interest under Section 409A, the Company shall be entitled to reform such provision to attempt to comply with or be exempt from Section 409A through good faith modifications. To the extent that any provision hereof is subject to but fails modified in order to comply with 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 Executive and the Company may revise without violating the terms provisions of the provision to correct such noncompliance Section 409A. Notwithstanding anything in this Agreement or elsewhere to the extent permitted under any guidancecontrary, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred 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 and until the Executive shall incur such termination is also a “separation from service” within the meaning of Section 409A. The parties agreeFor purposes of any such provision of this Agreement, as permitted in accordance with the final regulations thereunder, references to a “termination,” “termination of employment” or like terms shall mean a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level date of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a such separation from service has occurred shall be made in accordance with the date of termination for purposes of any such payment or benefits. Each payment under this subparagraph and Agreement or otherwise in a manner consistent with Treasury Regulation series of payments shall be treated as a separate payment for purposes of Section 1.409A-1(h). 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 “deferral of compensation” 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 requirements of Section 409A to 409A. To the extent that such any reimbursements pursuant to this Agreement or in-kind benefits otherwise are subject taxable to Section 409AExecutive, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will payment due to Executive shall be made paid to Executive on or before the last day of the calendar Executive’s taxable year following the taxable year in which the related expense is was incurred; provided, that, Executive has provided the Company written documentation of such expenses in a timely fashion and (iv) such expenses otherwise satisfy the right Company’s or one of its subsidiaries’ expense reimbursement policies. Reimbursements pursuant to reimbursement is this Agreement or otherwise are not subject to set off or 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 benefittaxable year. For purposes 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, the any payments or benefits due upon a termination of Executive’s right to employment under any installment arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A shall be delayed and paid or provided (or commence, in the case of installments) 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. Each payment under this Agreement shall will be treated as a separate payment for purposes of Section 409A and the right to a series of installment payments under this Agreement is to be treated as a right to receive a series of separate and distinct payments. Whenever a payment under Notwithstanding any of the foregoing to the contrary, the Company and its affiliates and its and their respective officers, directors, employees, or agents make no guarantee that the terms of this Agreement specifies a payment period with reference to a number of days (e.g.as written comply with, “payment shall be made within ninety (90) days following the date of termination”)or are exempt from, the actual date provisions of payment within the specified period shall be within the sole discretion Section 409A, and none of the Company.foregoing shall have any liability for the failure of the terms of this Agreement as written to comply with, or be exempt from, the provisions of Section 409A.

Section 409A. It is intended that payments and benefits Any reimbursement of expenses under this Agreement either (including, for example, under Section 3.6) shall occur not later than March 15 of the year following the year in which the expense was incurred. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be excluded from provided, during any other calendar year. The right to any reimbursement or comply with the requirements of Section 409A and the guidance issued thereunder and, accordingly, in-kind benefit pursuant to the maximum extent permitted, this Agreement shall not be interpreted consistent with such intentsubject to liquidation or exchange for any other benefit. In the event that any provision Executive is a “specified employee” within the meaning of this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms 409A of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Code (“Code Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining 409A”) at the time and form of payments due the Executive under this Agreement (including termination of Executive's employment, any payments on termination due under Sections 3(chereunder (other than accrued salary and vacation pay) or 5which are considered deferred compensation and are payable during the six (6) or otherwise month period beginning on Executive's termination will be deferred and paid, together with interest at eight percent (8%), in connection with a lump sum six (6) months and one (1) day after the date of termination (or, if earlier, upon Executive’s 's death). A termination of employment with the Company, the Executive shall not be deemed to have incurred 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 that are considered “nonqualified deferred compensation” under Code Section 409A unless and until the Executive shall incur such termination is also a “separation from service” within the meaning of Code Section 409A. The parties agree409A and, as permitted in accordance with the final regulations thereunderfor purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” shall occur when It is the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) intention of the average level parties that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to Executive under Code Section 409A and any guidance issued thereunder. Notwithstanding any provision of bona fide services performed by this Agreement to the Executive for the Company over the immediately preceding thirty-six (36) months. The determination of whether and when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements and in-kind benefits provided under contrary, this Agreement shall be made or provided interpreted, applied and (to the minimum extent necessary) amended so that it does not fail to meet, and is operated in accordance with with, the requirements of that Code Section 409A. Any reference in this Agreement to Code Section 409A to the extent that such reimbursements shall also include any proposed, temporary or in-kind benefits are subject to Section 409Afinal regulations, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) guidance, promulgated with respect to that Section by the reimbursement of an eligible expense will be made on or before the last day U.S. Department of the calendar year following Treasury or 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. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the CompanyInternal Revenue Service.

Section 409A. It is intended To the extent that payments and benefits under any payment or benefit described in this Agreement either be excluded from or comply with the requirements of constitutes “non-qualified deferred compensation” under Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intent. In the event that any provision of this Agreement is subject to but fails to comply with Section 409A, the Company may revise the terms of the provision to correct such noncompliance Internal Revenue Code of 1986, as amended (the “Code”), and to the extent permitted under any guidance, procedure that such payment or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed benefit is payable upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with employment, then such payments or benefits shall be payable only upon the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a Executive’s “separation from service.” within the meaning of Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and the presumptions set forth in a manner consistent with Treasury Regulation Section 1.409A-1(h1.409A-l(h). All reimbursements The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be 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 in-kind as may be necessary to fully comply with Section 409A of the Code 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 Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be made or provided payable in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Companytheir original schedule.

Section 409A. It The intent of the parties is intended that payments and benefits under this Agreement either comply with, or be excluded from or comply with the requirements of exempt from, Internal Revenue Code Section 409A and the regulations and guidance issued promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with such intentto be in compliance therewith. In the event that any provision of amount due to you under this Agreement or other arrangement with the Company is subject deemed to but fails be deferred compensation pursuant to Section 409A of the Internal Revenue Code of 1986, as amended, the parties agree to make such amendments as are necessary to comply with the requirements of Code Section 409A, so long as such amendments maintain the original intent and economic benefit to you and the Company may revise the terms of the applicable provision to correct such noncompliance to without violating the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account provisions of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Code Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s A termination of employment with the Company, the Executive shall not be deemed to have incurred occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit that constitutes “nonqualified deferred compensation” upon or following a termination of employment unless and until the Executive shall incur such termination is also a “separation from service” within the meaning of Code Section 409A. The parties agree409A and, as permitted 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 accordance this Agreement, if 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 final regulations thereunder, 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 occur when not be made or provided until the Executive date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service”, and (B) the Company reasonably anticipate that date of your death, to the Executive’s level extent required under Code Section 409A. Upon the expiration of bona fide services for the Company foregoing delay period, all payments and benefits delayed pursuant to this Agreement (whether as an employee they would have otherwise been payable in a single sum or an independent contractorin installments in the absence of such delay) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and paid or reimbursed to you in a manner consistent with Treasury Regulation Section 1.409A-1(h). All reimbursements lump sum, and in-kind all remaining payments and benefits provided due under this Agreement shall be made paid or provided in accordance with the requirements of Section 409A to 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, (x) all 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 reimbursements expenses were incurred by you, (y) any right to reimbursement or in-kind benefits are shall not be subject to Section 409Aliquidation or exchange for another benefit, includingand (z) no such reimbursement, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar reimbursement, or in-kind benefits provided in any taxable year may not shall in any way affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other calendar taxable year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Code Section 409A, the Executive’s your right to any receive installment payment under 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 (e.g., “payment shall be made within ninety (90) days following the date of termination”)days, the actual date of payment within the specified period shall be within the sole discretion of the Company.. To the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty

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

Section 409A. It is intended that payments and benefits under also the intention of this Agreement either that all income tax liability on payments made pursuant to this Agreement or any Benefit Plans be excluded from or comply with deferred until Executive actually receives such payment to the requirements of extent Code Section 409A applies to such payments, and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent with such this intent. In the event that Therefore, if any provision of this Agreement or any Benefit Plans is subject found not to but fails to comply be in compliance with any applicable requirements of Code Section 409A, the Company may revise the terms of the that provision to correct such noncompliance 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 under any guidance, procedure or other method promulgated by law and deemed advisable by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxesCompany, interest or do not trigger taxes and other penalties that would otherwise be incurred by the Executive on account of such noncompliance. Providedunder Code Section 409A; provided, however, that in no Executive will not be required to forfeit any payment otherwise due without his written consent. In the event whatsoever shall 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 Executive (which payment may be liable for made in whole or in part by way of direct remittance to appropriate tax authorities) the portion of such amount needed to pay applicable income and excise taxes and any additional tax, interest or penalty imposed upon or other detriment suffered by penalties on such amounts. Any remaining portion of such amount shall be paid to Executive at the Executive under time otherwise specified in this Agreement, subject to Section 409A or damages for failing to comply with Section 409A. 5(d) above. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s his termination of employment with the CompanyCompany and that are subject to Code Section 409A, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” within the meaning of Code Section 409A. The parties agree, as permitted in accordance with the final regulations thereunder, It is intended that each payment or installment of a “separation from service” shall occur when the Executive payment and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred each benefit provided under this Agreement shall be made in accordance with this subparagraph and in treated as a manner consistent with Treasury Regulation separate “payment” for purposes of Code Section 1.409A-1(h). 409A. All reimbursements and in-kind benefits provided under this the Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where applicable, the requirements that: that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); , (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount 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; incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Nothing in this Section 409A, 10(c) increases the ExecutiveCompany’s right obligations to any installment payment 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 or otherwise, on the payments made hereunder or under any Benefit Plans. The preceding provisions shall not be treated construed as a right guarantee by the Company of any particular tax effect for payments made pursuant to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Companyor any Benefit Plans.

Section 409A. It is intended that this Agreement be drafted and administered in compliance with section 409A of the Code, including, but not limited to, any future amendments to Code section 409A, and any other Internal Revenue Service or other governmental rulings or interpretations (together, “Section 409A”) issued pursuant to Section 409A so as not to subject Employee to payment of interest or any additional tax under Section 409A. The parties intend for any payments and benefits under this Agreement to either be excluded from or comply with satisfy the requirements of Section 409A or to be exempt from the application of Section 409A, and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted consistent with such intentaccordingly. In the event that any furtherance thereof, if payment or provision of this Agreement any amount or benefit hereunder that is subject to but fails Section 409A at the time specified herein would subject such amount or benefit to comply with any additional tax under Section 409A, the Company may revise payment or provision of such amount or benefit shall be postponed to the terms earliest commencement date on which the payment or provision of the provision to correct such noncompliance amount or benefit could be made without incurring such additional tax. In addition, to the extent permitted under that any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive guidance issued under Section 409A would result in Employee being subject to the payment of interest or damages for failing any additional tax under Section 409A, the parties agree, to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under extent reasonably possible, to amend this Agreement (including in order to avoid the imposition of any payments due such interest or additional tax under Sections 3(c) or 5) or otherwise Section 409A, which amendment shall have the minimum economic effect necessary and be reasonably determined in connection with good faith by the Executive’s Company and Employee. A termination of employment with the Company, the Executive shall not be deemed to have incurred 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 and until the Executive shall incur such termination is also a “separation from service” within the meaning of Section 409A. The parties agree409A and, as permitted in accordance with the final regulations thereunderfor purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” shall occur when the Executive and the Company reasonably anticipate that the Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). 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 such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination.”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. It This Agreement is intended that payments and benefits under this Agreement either be excluded from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the Parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued thereunder andunder 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, accordinglythe remaining provisions of this Agreement shall remain in effect, to the maximum extent permitted, and this Agreement shall be interpreted consistent with such intent. In administered and applied as if the event that any provision 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 a substituted provision would not cause this Agreement is subject to but fails fail to comply with Section 409A, the Company may revise the terms and, upon so agreeing, shall incorporate such substituted provisions into this Agreement. A termination of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive hereunder shall not be deemed to have incurred occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment unless and until the Executive shall incur such termination is also a “separation from service” within the meaning of Section 409A. The parties agree409A and, as permitted in accordance with for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” In the final regulations thereunderevent 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 meaning of Section 409A and, at the time of the Executive’s “separation from service” shall occur when the Executive and is a “specified employee” within the Company reasonably anticipate that meaning of Section 409A, then any such payments or benefits shall be delayed until the six-month anniversary of the date of Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a “separation from service has occurred service”. Each payment made under this Agreement shall be made in accordance with this subparagraph and in designated as a manner consistent with Treasury Regulation “separate payment” within the meaning of Section 1.409A-1(h). 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 such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that constitute taxable income to the Executive shall in no event be paid later than the end of 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, including, where applicable, the requirements that: (i) any right to reimbursement is or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) another benefit and the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits, provided during a calendar any taxable year may shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, respectively, in any other calendar taxable year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

Section 409A. It is intended the intention of both the Company and you that payments the benefits and benefits under rights to which you could be entitled pursuant to this Agreement either be excluded from or comply with Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”), to the extent that the requirements of Section 409A are applicable thereto, and the guidance issued thereunder and, accordingly, to the maximum extent permitted, provisions of this Agreement shall be interpreted construed in a manner consistent with that intention. If you or the Company believes, at any time, that any such intentbenefit or right that is subject to Section 409A does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A (with the most limited possible economic effect on you and on the Company). In Notwithstanding the foregoing, the Company does not make any representation to you that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless you or any beneficiary of yours for any tax, additional tax, interest or penalties that you or any beneficiary of yours may incur in the event that any provision of this Agreement Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is subject deemed to but fails to comply with Section 409A, the Company may revise the terms violate any of the provision to correct such noncompliance to the extent permitted under any guidance, procedure or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including any payments due under Sections 3(c) or 5) or otherwise in connection with the Executive’s termination of employment with the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall incur a “separation from service” within the meaning requirements of Section 409A. The parties agreeSeverance Payment, as permitted in accordance with Annual Bonus Payment, LTIP Payment, DCP Vesting, the final regulations thereunderContinuation of Medical Benefits, a “separation from service” shall occur when the Executive Extended Option Term, PSU Payment and the Company reasonably anticipate that PSU Prorated Vesting, together constitute the Executive’s level of bona fide services for the Company benefits (whether “Severance Benefits”) to which you will become entitled only if you accept and execute this Agreement, which becomes irrevocable as an employee or an independent contractor) will permanently decrease to no more than forty percent (40%) of the 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 when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h). 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 such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense . The Severance Benefits provided by this Agreement will be made instead of any payments or benefits to which you may be entitled under the terms of any plan or program of the Company in effect on the Termination Date but do not limit your rights regarding your earned salary (through Termination Date), vested benefits under the 401(k) plan, the Deferred Compensation Plan (without regard to the DCP Vesting), or Indemnification as described above. To enter into this Agreement, you must sign and return this complete Agreement in the form in which it has been provided to you. You must return this signed Agreement to Xxxx Xxxxxx, 00000 Xxxxx Xxxxxx Xxx, Xxxxxxx, XX 00000 which, if mailed, must be postmarked on or before July 7, 2016 (“Due Date”). For your own protection, you should mail this Agreement by certified mail with a return receipt requested. If the last day of complete signed Agreement is received in an envelope postmarked after the calendar year following Due Date, it shall be considered invalid, it shall not be binding upon the year in which parties, and it shall not entitle you to receive the expense is incurred; and (iv) Severance Benefits. Whether or not you choose to sign this Agreement, if the right to reimbursement is not subject to set off Company mistakenly sends you the Severance Payment or liquidation or exchange for any other benefit. For purposes payment to which you are not entitled, you must immediately reimburse the Company in the full amount of Section 409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct those payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ninety (90) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

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