Common use of Section 409A Clause in Contracts

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromthat would be considered Deferred Payments will be paid on, or compliant withor, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A and in no event shall 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the Company or any of its affiliates sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by paid to Executive on account of non-compliance with Section 409A.the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange for desirable to avoid imposition of any other benefit; provided, that the foregoing clause shall not be violated with regard additional tax or income recognition before actual payment to expenses reimbursed Executive under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. Notwithstanding any provision anything in this Agreement to the contrary contrary, no payment under this Agreement shall be made to the Executive at a time or in this Agreement: a form that would subject Executive to the penalty tax of Section 409A of the Code (a) All provisions the “409A Tax”). If any payment under any other provision of this Agreement are intended would, if paid at the time or in the form called for under such provision, subject the Executive to comply with Section the 409A or an exemption therefrom Tax, such payment (the “Deferred Amount”) shall instead be paid at the earliest time that it could be paid without subjecting the Executive to the 409A Tax, and shall be construed and administered paid in accordance with such intent. Any payments under this Agreement a form that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A would not subject the Executive to the maximum extent possible409A Tax. Notwithstanding By way of specific example, if the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes (within the meaning of Section 409A(a)(2)(B)(i) 409A of the Code), to at the extent delayed commencement time of the Executive’s “Separation From Service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to which be received by the Executive is entitled under this Agreement is required in order to avoid a prohibited distribution upon Separation From Service would be considered deferred compensation under Section 409A(a)(2)(B)(i) 409A of the Code which and cannot be paid or provided to the Executive without the Executive incurring the 409A Tax, then such amounts that would subject Executive otherwise be payable pursuant to a tax obligation under Section 409A, such portion of this Agreement during the six-month period immediately following the Executive’s benefits shall not Separation From Service (which, for the avoidance of doubt, will be provided to Executive prior to considered a part of the Deferred Amount) will instead be paid or made available on the earlier of (i) the expiration first business day of the six- seventh month period measured from following the date of Executive’s Separation from From Service or (ii) the date of Executive’s death. Upon The Deferred Amount shall accrue simple interest at the expiration prime rate of interest as published by Bank of America N.A. (or its successor) during the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) deferral period and shall be paid in a lump sum with the Deferred Amount. With respect to Executiveany amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall extent such payment or benefit would be paid considered deferred compensation under Section 409A of the Code or is required to Executive be included in the Executive’s gross income for federal income tax purposes, such expenses (including expenses associated with in-kind benefits) will be reimbursed no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 31st of the year following the year in which the expense is incurred, (ii) Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of any such payments eligible for reimbursement in one year shall not affect the payments reimbursements or expenses that are eligible for payment or reimbursement in-kind benefits to be provided in any other taxable year, and (iii) nor will the Executive’s right to such payments reimbursement or reimbursement shall not in-kind benefits be subject to liquidation or exchange for any other another benefit; provided, that the foregoing clause shall . Each payment under this Agreement is intended to be a “separate payment” and not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) one of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For series of payments for purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 paymentCode.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this This Agreement are is intended to comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended, or an exemption therefrom thereunder and shall will be construed and administered consistent with this intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in accordance a manner that complies with such intentSection 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation Separation from service Service or as a short-term deferral shall will be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement will be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment will only be made upon a “Separation from Service” as defined herein and accordance with Section 409A. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Section 409A, such reimbursements and in-kind benefit payments will be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). Notwithstanding anything in this Agreement to the contrary, if any payment or benefit provided to the Employee in connection with a termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Employee is determined to be a “specified employee” under Section 409A, then such payment or benefit will not be paid until the first payroll date to occur following the six (6) month anniversary of the Employee’s termination of employment or, if earlier, upon his or her death (the “Specified Employee Payment Date”), except to the extent otherwise permitted due application of an exclusion or exemption from such requirement. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date will be paid to the Employee, without interest, in a lump sum on the Specified Employee Payment Date and, thereafter, any remaining payments will be paid without delay in accordance with their original schedule. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromcomply with Section 409A, or compliant with, Section 409A and in no event shall will the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest interest, or other expenses that may be incurred by Executive the Employee on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no Deferred Payments will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 5(b)(iii). Except as required by Section 5(b)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. In no event will Executive have discretion to determine the taxable year of payment for any Deferred Payments. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s separation from service, will, to the extent required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, become payable on the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined above) will not constitute Deferred Payments. (vi) The foregoing provisions of and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the requirements of Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement so that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to none of the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the severance payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, provided hereunder will be subject to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a additional tax obligation imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such portion reasonable actions which are necessary, appropriate or desirable to avoid imposition of Executive’s benefits shall not be provided any additional tax or income recognition prior to actual payment to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code under Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive 409A. In no later than 30 days after Executive provides event will the Company with reimburse Executive for any taxes that may be imposed on Executive as a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning result of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no Deferred Payments will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 8(b)(iii). Except as required by Section 8(b)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. In no event will Executive have discretion to determine the taxable year of payment for any Deferred Payments. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s separation from service, will, to the extent required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, become payable on the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments. (vi) The foregoing provisions of and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the requirements of Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement so that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to none of the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the severance payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, provided hereunder will be subject to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a additional tax obligation imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such portion reasonable actions which are necessary, appropriate or desirable to avoid imposition of Executive’s benefits shall not be provided any additional tax or income recognition prior to actual payment to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code under Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive 409A. In no later than 30 days after Executive provides event will the Company with reimburse Executive for any taxes that may be imposed on Executive as a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning result of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement The Company intends that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the all payments and benefits provided under this Agreement or otherwise are exempt from, or compliant comply with, the requirements of Section 409A so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms in no event shall this Agreement will be interpreted in accordance with this intent. No payments or benefits to be provided to Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the Company “Deferred Payments”) will be paid or any otherwise provided until Executive has a “separation from service” within the meaning of its affiliates Section 409A. To the extent required to be liable for all exempt from or any portion comply with Section 409A, references to the termination of any taxes, penalties, interest Executive’s employment or other expenses that may be incurred by Executive on account similar phrases used in this Agreement will mean Executive’s “separation from service” within the meaning of non-compliance with Section 409A. (bi) If Any payments or benefits paid or provided under this Agreement that satisfy the requirements of the “short-term deferral” rule under Treasury Regulations Section 1.409A-1(b)(4), or that qualify as payments made as a result of an involuntary separation from service under Treasury Regulations Section 1.409A-1(b)(9)(iii) that is within the limit set forth thereunder, will not constitute Deferred Payments for purposes of this Section 5(e). (ii) Notwithstanding any provisions to the contrary in this Agreement, if Executive is deemed a “specified employee” within the meaning of Section 409A at the time of Executive’s Separation separation from Service service (other than due to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Codedeath), to the extent delayed commencement of then any portion of the payments or benefits to which Executive is entitled under this Agreement is required that constitute Deferred Payments payable within the first 6 months after Executive’s separation from service instead will be payable on the date 6 months and 1 day after Executive’s separation from service; provided that in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion event of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- death within such 6-month period measured from the date of Executive’s Separation from Service or period, any payments delayed by this subsection (ii) will be paid to Executive in a lump sum as soon as administratively practicable after the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to To the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, is not a specified employee but in no event later than December 31 of Executive’s Qualifying Termination occurs at a time during the year whereby the Release Deadline Date will occur in the year immediately following the year in which the expense is incurredQualifying Termination occurs, (ii) the amount of then any such payments eligible for reimbursement in one year shall not affect the payments or expenses benefits under this Agreement that are eligible for payment or reimbursement in any other taxable year, and constitute Deferred Payments that otherwise would be payable prior to the Release Deadline Date instead will be paid on the first regularly scheduled payroll date of the applicable Company Group member following the Release Deadline Date. (iii) Executive’s The Company reserves the right to such payments amend this Agreement as it considers necessary or reimbursement shall not be subject to liquidation advisable, in its sole discretion and without the consent of Executive or exchange for any other benefit; providedindividual, that to comply with any provision required to avoid the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) imposition of the Code solely because such expenses are subject additional tax imposed under Section 409A or to a limit related otherwise avoid income recognition under Section 409A prior to the period in which the arrangement actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is in effect. (d) For purposes of Section 409A (including, without limitation, intended to constitute a separate payment for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(iii1.409A-2(b)(2)), . In no event will Executive have any discretion to choose Executive’s right taxable year in which any payments or benefits are provided under this Agreement. In no event will the Company or any parent, subsidiary or other affiliate of the Company have any responsibility, liability or obligation to receive installment payments under the Agreement shall reimburse, indemnify or hold harmless Executive for any taxes, penalties or interest that may be treated imposed, or other costs that may be incurred, as a right to receive a series result of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.Section 409A.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (ai) All provisions of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as If Participant is a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoingU.S. taxpayer, the Company makes no representations payment of Shares vesting pursuant to this Award Agreement (including any discretionary acceleration under Section 4(b)) shall in all cases be paid at a time or in a manner that the payments and benefits provided under this Agreement are is exempt from, or compliant complies with, Section 409A 409A. The prior sentence may be superseded in a future agreement or amendment to this Award Agreement only by direct and specific reference to such sentence. (ii) Notwithstanding anything in no event shall the Company Plan or this Award Agreement or any other agreement (whether entered into before, on or after the Date of its affiliates be liable for all Grant), if the vesting of the balance, or any some lesser portion of any taxesthe balance, penaltiesof the Restricted Stock Units is accelerated in connection with the termination of Participant’s status as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, interest or as determined by the Administrator), other expenses that may be incurred by Executive on account of non-compliance with Section 409A. than due to Participant’s death, and if (bx) If Executive Participant is deemed at the time of Executive’s Separation from Service to be a U.S. taxpayer and a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of such termination as a Service Provider and (iy) the payment of such amounts shall accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following the cessation of Participant’s status as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of cessation of Participant’s status as a Service Provider, unless Participant dies following his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to Participant’s estate as soon as practicable following his or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and her death. (iii) Executive’s right It is the intent of this Award Agreement that it and all payments and benefits to such payments U.S. taxpayers hereunder be exempt from, or reimbursement shall not comply with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities or exchange for any other benefit; provided, that the foregoing clause shall not ambiguous terms herein will be violated with regard interpreted to expenses reimbursed be so exempt or so comply. Each payment payable under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject this Award Agreement is intended to constitute a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, separate payment for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(iii1.409A-2(b)(2)). To the extent necessary to comply with Section 409A, Executivereferences to termination of Participant’s right to receive installment payments under the Agreement shall be treated status as a right Service Provider, termination of employment, or similar phrases will be references to receive Participant’s “separation from service” within the meaning of Section 409A. In no event will the Company or any Parent or Subsidiary of the Company have any responsibility, liability, or obligation to reimburse, indemnify, or hold harmless Participant (or any other person) for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a series result of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.Section 409A.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement The Company intends that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the all payments and benefits provided under this Agreement or otherwise are exempt from, or compliant comply with, the requirements of Section 409A so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms in no event shall this Agreement will be interpreted in accordance with this intent. No payments or benefits to be provided to Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the Company “Deferred Payments”) will be paid or any otherwise provided until Executive has a “separation from service” within the meaning of its affiliates Section 409A. To the extent required to be liable for all exempt from or any portion comply with Section 409A, references to the termination of any taxes, penalties, interest Executive’s employment or other expenses that may be incurred by Executive on account similar phrases used in this Agreement will mean Executive’s “separation from service” within the meaning of non-compliance with Section 409A. (bi) If Any payments or benefits paid or provided under this Agreement that satisfy the requirements of the “short-term deferral” rule under Treasury Regulations Section 1.409A-1(b)(4), or that qualify as payments made as a result of an involuntary separation from service under Treasury Regulations Section 1.409A-1(b)(9)(iii) that is within the limit set forth thereunder, will not constitute Deferred Payments for purposes of this Section 5(d). (ii) Notwithstanding any provisions to the contrary in this Agreement, if Executive is deemed a “specified employee” within the meaning of Section 409A at the time of Executive’s Separation separation from Service service (other than due to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Codedeath), to the extent delayed commencement of then any portion of the payments or benefits to which Executive is entitled under this Agreement is required that constitute Deferred Payments payable within the first six (6) months after Executive’s separation from service instead will be payable on the date six (6) months and one (1) day after Executive’s separation from service; provided that in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion event of Executive’s benefits shall not be provided to Executive prior to the earlier of death within such six (i6) the expiration of the six- month period measured from the date of Executive’s Separation from Service or period, any payments delayed by this subsection (ii) will be paid to Executive in a lump sum as soon as administratively practicable after the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to To the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, is not a specified employee but in no event later than December 31 of Executive’s Qualifying Termination occurs at a time during the year whereby the Release Deadline Date will occur in the year immediately following the year in which the expense is incurredQualifying Termination occurs, (ii) the amount of then any such payments eligible for reimbursement in one year shall not affect the payments or expenses benefits under this Agreement that are eligible for payment or reimbursement in any other taxable year, and constitute Deferred Payments that otherwise would be payable prior to the Release Deadline Date instead will be paid on the first regularly scheduled payroll date of the Company following the Release Deadline Date. (iii) Executive’s The Company reserves the right to such payments amend this Agreement as it considers necessary or reimbursement shall not be subject to liquidation advisable, in its sole discretion and without the consent of Executive or exchange for any other benefit; providedindividual, that to comply with any provision required to avoid the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) imposition of the Code solely because such expenses are subject additional tax imposed under Section 409A or to a limit related otherwise avoid income recognition under Section 409A prior to the period in which the arrangement actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is in effect. (d) For purposes of Section 409A (including, without limitation, intended to constitute a separate payment for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(iii1.409A-2(b)(2)), . In no event will Executive have any discretion to choose Executive’s right taxable year in which any payments or benefits are provided under this Agreement. In no event will the Company or any parent, subsidiary or other affiliate of the Company have any responsibility, liability or obligation to receive installment payments under the Agreement shall reimburse, indemnify or hold harmless Executive for any taxes, penalties or interest that may be treated imposed, or other costs that may be incurred, as a right to receive a series result of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.Section 409A.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement The Company intends that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the all payments and benefits provided under this Agreement or otherwise are exempt from, or compliant comply with, the requirements of Section 409A so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms in no event shall this Agreement will be interpreted in accordance with this intent. No payments or benefits to be provided to Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the Company “Deferred Payments”) will be paid or any otherwise provided until Executive has a “separation from service” within the meaning of its affiliates Section 409A. To the extent required to be liable for all exempt from or any portion comply with Section 409A, references to the termination of any taxes, penalties, interest Executive’s employment or other expenses that may be incurred by Executive on account similar phrases used in this Agreement will mean Executive’s “separation from service” within the meaning of non-compliance with Section 409A. (a) Any payments or benefits paid or provided under this Agreement that satisfy the requirements of the “short-term deferral” rule under Treasury Regulations Section 1.409A-1(b)(4), or that qualify as payments made as a result of an involuntary separation from service under Treasury Regulations Section 1.409A-1(b)(9)(iii) that is within the limit set forth thereunder, will not constitute Deferred Payments for purposes of this Section 5.4. (b) If Notwithstanding any provisions to the contrary in this Agreement, if Executive is deemed a “specified employee” within the meaning of Section 409A at the time of Executive’s Separation separation from Service service (other than due to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Codedeath), to the extent delayed commencement of then any portion of the payments or benefits to which Executive is entitled under this Agreement is required that constitute Deferred Payments payable within the first six (6) months after Executive’s separation from service instead will be payable on the date six (6) months and one (1) day after Executive’s separation from service; provided that in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion event of Executive’s benefits shall not death within such six (6) month period, any payments delayed by this subsection (b) will be provided paid to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) in a lump sum as soon as administratively practicable after the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to To the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, is not a specified employee but in no event later than December 31 of Executive’s Qualifying Termination occurs at a time during the year whereby the Release Deadline Date will occur in the year immediately following the year in which the expense is incurredQualifying Termination occurs, (ii) the amount of then any such payments eligible for reimbursement in one year shall not affect the payments or expenses benefits under this Agreement that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right constitute Deferred Payments that otherwise would be payable prior to such payments or reimbursement shall not the Release Deadline Date instead will be subject to liquidation or exchange for any other benefit; provided, that paid on the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) first regularly scheduled payroll date of the Code solely because such expenses are subject to a limit related to Company following the period in which the arrangement is in effectRelease Deadline Date. (dc) For purposes The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A (includingor to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, without limitationinstallment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(iii1.409A-2(b)(2)), . In no event will Executive have any discretion to choose Executive’s right taxable year in which any payments or benefits are provided under this Agreement. In no event will the Company or any parent, subsidiary or other affiliate of the Company have any responsibility, liability or obligation to receive installment payments under the Agreement shall reimburse, indemnify or hold harmless Executive for any taxes, penalties or interest that may be treated imposed, or other costs that may be incurred, as a right to receive a series result of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.Section 409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A , no severance pay or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be paid or provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) periodyou, all payments deferred if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Internal Revenue Code Section 4.3(b409A (together, the “Deferred Payments”) shall will be paid in payable until you have a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensationseparation from service” within the meaning of Section 409A (i“Section 409A”) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following Internal Revenue Code of 1986, as amended (the year in which “Code”). Similarly, no severance payable to you, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A 1(b)(9) will be payable until you have a “separation from service” within the expense is incurred, meaning of Section 409A. (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the Any severance payments or expenses benefits under this Agreement that are eligible would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following your separation from service, or, if later, such time as required by Section 6(c)(iii). Except as required by Section 6(c)(iii), any installment payments that would have been made to you during the sixty (60) day period immediately following your separation from service but for payment or reimbursement the preceding sentence will be paid to you on the sixtieth (60th) day following your separation from service and the remaining payments will be made as provided in any other taxable year, and this Agreement. (iii) Executive’s right Further, if you are a “specified employee” within the meaning of Section 409A at the time of your separation from service (other than due to such death), any Deferred Payments that otherwise are payable within the first six (6) months following your separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of your separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of your death following your separation from service but prior to the six (6) month anniversary of your separation from service (or any later delay date), then any payments delayed in accordance with this Section 6(c)(iii) will be payable in a lump sum as soon as administratively practicable after the date of your death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or reimbursement shall benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) above. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (v) The foregoing provisions are intended to comply with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided under this Agreement will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or exchange be exempt. You 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 you under Section 409A. In no event will the Company reimburse you for any other benefit; provided, taxes that the foregoing clause shall not may 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 in which the arrangement is in effect. (d) For purposes imposed on you as result of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no Deferred Payments will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 7(b)(iii). Except as required by Section 7(b)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. In no event will Executive have discretion to determine the taxable year of payment for any Deferred Payments. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s separation from service, will, to the extent required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, become payable on the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments. (vi) The foregoing provisions of and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the requirements of Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement so that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to none of the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the severance payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, provided hereunder will be subject to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a additional tax obligation imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such portion reasonable actions which are necessary, appropriate or desirable to avoid imposition of Executive’s benefits shall not be provided any additional tax or income recognition prior to actual payment to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code under Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive 409A. In no later than 30 days after Executive provides event will the Company with reimburse Executive for any taxes that may be imposed on Executive as a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning result of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. Notwithstanding any provision The following rules shall apply, to the contrary extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to Executive under this Agreement. Subject to the provisions in this Agreement:Section, the severance payments pursuant to this Agreement shall begin only upon the date of Executive’s “separation from service” (determined as set forth below) which occurs on or after the date of Executive’s termination of employment. (a) All provisions of this This Agreement are is intended to comply with or be exempt from Code Section 409A and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith or an exemption be exempt therefrom and shall be construed and administered without resulting in accordance with such intent. Any payments under this Agreement any increase in the amounts owed hereunder by the Company. (b) It is intended that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to each installment of the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the severance payments and benefits provided under this Agreement are exempt from, or compliant with, shall be treated as a separate “payment” for purposes of Section 409A of the Code and in no event shall the guidance issued thereunder (“Section 409A”). Neither Executive nor the Company shall have the right to accelerate or any of its affiliates be liable for all or any portion defer the delivery of any taxes, penalties, interest such payments or other expenses that may be incurred benefits except to the extent specifically permitted or required by Executive on account of non-compliance with Section 409A. (bc) If Executive is deemed at If, as of the time date of Executive’s Separation “separation from Service to be service” from the Company, Executive is a “specified employee” for purposes (within the meaning of Section 409A(a)(2)(B)(i) 409A), then: each installment of the Code, to the extent delayed commencement of any portion of the severance payments and benefits to which Executive is entitled due under this Agreement is required that, in order accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation maximum extent permissible under Section 409A; and each installment of the severance payments and benefits due under this Agreement that is not described in the preceding sentence and that would, such portion of absent this subsection, be paid within the six-month period following Executive’s benefits “separation from service” from the Company shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from paid until the date of Executive’s Separation that is six months and one day after such separation from Service or service (ii) the date of or, if earlier, Executive’s death. Upon ), with any such installments that are required to be delayed being accumulated during the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be six-month period and paid in a lump sum on the date that is six months and one day following Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the separation from service occurs. (d) The determination of whether and when Executive’s separation from service from the Company has occurred shall be made in a manner consistent with, and any remaining payments due based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section, “Company” shall include all persons with whom the Company would be considered a single employer as determined under the Treasury Regulation Section 1.409A- 1(h)(3). (e) All reimbursements and in-kind benefits provided under this Agreement shall be paid as otherwise made or provided herein. (c) Any reimbursements payable to Executive pursuant to in accordance with the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and requirements of Section 409A to the extent that any such reimbursements or in-kind benefits are deemed subject to constitute “nonqualified deferred compensation” within Section 409A, including, where applicable, the meaning of Section 409A requirements that (i) such amounts shall any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be paid made on or reimbursed to Executive promptly, but in no event later than December 31 before the last day of the calendar year following the year in which the expense is incurred, incurred and (iiiv) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall is not be subject to set off or liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (df) For purposes of Notwithstanding anything herein to the contrary, the Company shall have no liability to Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 paymentare not so exempt or compliant.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no Deferred Payments will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. In no event will Executive have discretion to determine the taxable year of payment for any Deferred Payments. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s separation from service, will, to the extent required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, become payable on the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments. (vi) The foregoing provisions of and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the requirements of Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement so that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to none of the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the severance payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, provided hereunder will be subject to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a additional tax obligation imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such portion reasonable actions which are necessary, appropriate or desirable to avoid imposition of Executive’s benefits shall not be provided any additional tax or income recognition prior to actual payment to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code under Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive 409A. In no later than 30 days after Executive provides event will the Company with reimburse Executive for any taxes that may be imposed on Executive as a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning result of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. Notwithstanding any provision anything to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed if at the time of the Executive’s Separation separation from Service to be service with the Company, the Executive is a “specified employee” for purposes as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as determined by the Company in accordance with Section 409A(a)(2)(B)(i) 409A of the Code, to and the extent delayed deferral of the commencement of any portion payments or benefits otherwise payable hereunder as a result of the benefits to which Executive such separation from service is entitled under this Agreement is required necessary in order to avoid a prohibited distribution prevent any accelerated or additional tax under Section 409A(a)(2)(B)(i) 409A of the Code which would subject Executive to a tax obligation under Section 409ACode, such portion of Executive’s benefits shall not be provided to Executive prior to then the earlier of (i) Company will defer the expiration commencement of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount payment of any such payments eligible for reimbursement or benefits hereunder (without any reduction in one year shall not affect the payments or expenses benefits ultimately paid or provided to the Executive) until the date that are eligible for payment or reimbursement in any other taxable year, and is at least six (iii6) months following the Executive’s right to such payments separation from service with the Company (or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed earliest date permitted under any arrangement covered by Section 105(b) 409A of the Code solely because such expenses are subject Code), whereupon the Company will pay the Executive a lump-sum amount equal to a limit related the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which the arrangement is such payments or benefits were deferred. Thereafter, payments will resume in effect. (d) accordance with this Agreement. For purposes of Section 409A (includingof the Code, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under the Agreement shall this Agreement, including each payment made after a “separation from service,” will be treated considered as a right to receive a series of separate payments payments. This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (a) the gross income inclusion set forth within Code Section 409A(a)(1)(A) or (b) the interest and additional tax set forth within Code Section 409A(a)(1)(B) (together, referred to herein as the “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. In no event shall the Company be required to provide a tax gross-up payment to Executive with respect to Section 409A Penalties. Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, accordinglyif timely submitted, each installment payment hereunder reimbursement payments shall at all times be considered a separate promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and distinct paymentreimbursements that would result in taxable compensation income to the Executive. Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance payments or benefits specified herein and to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable or separation benefits provided to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A the severance payments or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments separation benefits provided under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 6(c)(iv), below, or resulting from an involuntary separation from service as described in Section 6(c)(v) below. In no event will Executive have discretion to determine the taxable year of payment of any Deferred Payment. Any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and separation benefits provided under this Agreement are exempt fromthat would be considered Deferred Payments will be paid on, or compliant within the case of installments, will commence on the Release Deadline Date or, if later, such time as required by Section 409A and in no event shall 6(c)(iii). Except as required by Section 6(c)(iii), any payments that would have been made to Executive during the Company or any of its affiliates fifty-two (52) day period immediately following Executive’s separation from service but for the preceding sentence will be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by paid to Executive on account of non-compliance with Section 409A.the Release Deadline Date and any remaining payments will be made as provided in this Agreement. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s separation from service (iother than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s death following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of Section 6(c)(i), above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations but which does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of Section 6(c)(i), above. (vi) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A, such amounts shall that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be exempt. The Company and Executive 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 before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as result of Section 409A or otherwise under applicable law (including in connection with any equity award existing as of the Effective Date or here4after awarded, or any payments or benefits to be paid or reimbursed provided to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effecthereunder). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement The Company intends that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the all payments and benefits provided under this Agreement or otherwise are exempt from, or compliant comply with, the requirements of Section 409A so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms in no event shall this Agreement will be interpreted in accordance with this intent. No payments or benefits to be provided to Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the Company “Deferred Payments”) will be paid or any otherwise provided until Executive has a “separation from service” within the meaning of its affiliates Section 409A. To the extent required to be liable for all exempt from or any portion comply with Section 409A, references to the termination of any taxes, penalties, interest Executive’s employment or other expenses that may be incurred by Executive on account similar phrases used in this Agreement will mean Executive’s “separation from service” within the meaning of non-compliance with Section 409A. (b5.4.1. Any payments or benefits paid or provided under this Agreement that satisfy the requirements of the “short-term deferral” rule under Treasury Regulations Section 1.409A-1(b)(4), or that qualify as payments made as a result of an involuntary separation from service under Treasury Regulations Section 1.409A-1(b)(9)(iii) If that is within the limit set forth thereunder, will not constitute Deferred Payments for purposes of this Section 5.4. 5.4.2. Notwithstanding any provisions to the contrary in this Agreement, if Executive is deemed a “specified employee” within the meaning of Section 409A at the time of Executive’s Separation separation from Service service (other than due to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Codedeath), to the extent delayed commencement of then any portion of the payments or benefits to which Executive is entitled under this Agreement is required that constitute Deferred Payments payable within the first six (6) months after Executive’s separation from service instead will be payable on the date six (6) months and one (1) day after Executive’s separation from service; provided that in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion event of Executive’s benefits shall not death within such six (6) month period, any payments delayed by this Section 5.4.2 will be provided paid to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) in a lump sum as soon as administratively practicable after the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to To the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, is not a specified employee but in no event later than December 31 of Executive’s Qualifying Termination occurs at a time during the year whereby the Release Deadline Date will occur in the year immediately following the year in which the expense is incurredQualifying Termination occurs, (ii) then any payments or benefits under this Agreement that constitute Deferred Payments that otherwise would be payable prior to the amount Release Deadline Date instead will be paid on the Release Deadline Date. 5.4.3. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any such payments eligible for reimbursement in one year shall not affect the payments benefits or expenses that are eligible for payment or reimbursement in imposition of any other taxable yearadditional tax. Each payment, installment, and (iii) Executive’s right benefit payable under this Agreement is intended to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to constitute a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, separate payment for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(iii1.409A-2(b)(2)), . In no event will Executive have any discretion to choose Executive’s right taxable year in which any payments or benefits are provided under this Agreement. In no event will the Company Group or any affiliate of the Company Group have any responsibility, liability or obligation to receive installment payments under the Agreement shall reimburse, indemnify or hold harmless Executive for any taxes, penalties or interest that may be treated imposed, or other costs that may be incurred, as a right to receive a series result of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.Section 409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions of this Agreement are intended to comply with Section 409A Any severance payments or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments benefits under this Agreement that may would be excluded considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A either 9(d)(iii). Except as separation pay due required by Section 9(d)(iii), any installment payments that would have been made to an involuntary Executive during the sixty (60) day period immediately following Executive’s separation from service or as a short-term deferral but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be excluded from Section 409A made as provided in this Agreement. (iii) Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange for desirable to avoid imposition of any other benefit; provided, that the foregoing clause shall not be violated with regard additional tax or income recognition prior to expenses reimbursed actual payment to Executive under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement: (a) All provisions of this Agreement are intended , no severance payments or benefits payable to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoingExecutive, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromif any, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Internal Revenue Code Section 4.3(b409A (together, the “Deferred Payments”) shall will be paid in payable until Executive has a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensationseparation from service” within the meaning of Section 409A (i“Section 409A”) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following Internal Revenue Code of 1986, as amended (the year in which “Code”). Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the expense is incurred, meaning of Section 409A. (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the Any severance payments or expenses benefits under this Agreement that are eligible would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for payment or reimbursement the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in any other taxable year, and this Agreement. (iii) Further, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s right separation from service (other than due to such death), any Deferred Payments that otherwise are payable within the first six (6) months following Executive’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s death following Executive’s separation from service but prior to the six (6) month anniversary of Executive’s separation from service (or any later delay 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or reimbursement shall benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) above. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (v) The foregoing provisions are intended to comply with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or exchange be exempt. Executive and the Company agree to work together in good faith to consider amendments to the 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 Executive under Section 409A. In no event will the Company reimburse Executive for any other benefit; provided, taxes that the foregoing clause shall not may 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 in which the arrangement is in effect. (d) For purposes imposed on Executive as result of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no Deferred Payments will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 9(b)(iii). Except as required by Section 9(b)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. In no event will Executive have discretion to determine the taxable year of payment for any Deferred Payments. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s separation from service, will, to the extent required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, become payable on the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Tel: ▇▇▇.▇▇▇.▇▇▇▇ ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments. (vi) The foregoing provisions of and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the requirements of Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement so that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to none of the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the severance payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, provided hereunder will be subject to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a additional tax obligation imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such portion reasonable actions which are necessary, appropriate or desirable to avoid imposition of Executive’s benefits shall not be provided any additional tax or income recognition prior to actual payment to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code under Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive 409A. In no later than 30 days after Executive provides event will the Company with reimburse Executive for any taxes that may be imposed on Executive as a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning result of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement The Company intends that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the all payments and benefits provided under this Agreement or otherwise are exempt from, or compliant comply with, the requirements of Section 409A so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms in no event shall this Agreement will be interpreted in accordance with this intent. No payments or benefits to be provided to Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the Company “Deferred Payments”) will be paid or any otherwise provided until Executive has a “separation from service” within the meaning of its affiliates Section 409A. To the extent required to be liable for all exempt from or any portion comply with Section 409A, references to the termination of any taxes, penalties, interest Executive’s employment or other expenses that may be incurred by Executive on account similar phrases used in this Agreement will mean Executive’s “separation from service” within the meaning of non-compliance with Section 409A. (b5.4.1. Any payments or benefits paid or provided under this Agreement that satisfy the requirements of the “short-term deferral” rule under Treasury Regulations Section 1.409A-1(b)(4), or that qualify as payments made as a result of an involuntary separation from service under Treasury Regulations Section 1.409A-1(b)(9)(iii) If that is within the limit set forth thereunder, will not constitute Deferred Payments for purposes of this Section 5.4. 5.4.2. Notwithstanding any provisions to the contrary in this Agreement, if Executive is deemed a “specified employee” within the meaning of Section 409A at the time of Executive’s Separation separation from Service service (other than due to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Codedeath), to the extent delayed commencement of then any portion of the payments or benefits to which Executive is entitled under this Agreement is required that constitute Deferred Payments payable within the first six (6) months after Executive’s separation from service instead will be payable on the date six (6) months and one (1) day after Executive’s separation from service; provided that in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion event of Executive’s benefits shall not death within such six (6) month period, any payments delayed by this Section 5.4.2 will be provided paid to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) in a lump sum as soon as administratively practicable after the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to To the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, is not a specified employee but in no event later than December 31 of Executive’s Qualifying Termination occurs at a time during the year whereby the Release Deadline Date will occur in the year immediately following the year in which the expense is incurredQualifying Termination occurs, (ii) then any payments or benefits under this Agreement that constitute Deferred Payments that otherwise would be payable prior to the amount Release Deadline Date instead will be paid on the Release Deadline Date. 5.4.3. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any such payments eligible for reimbursement in one year shall not affect the payments benefits or expenses that are eligible for payment or reimbursement in imposition of any other taxable yearadditional tax. Each payment, installment, and (iii) Executive’s right benefit payable under this Agreement is intended to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to constitute a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, separate payment for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(iii1.409A-2(b)(2)), . In no event will Executive have any discretion to choose Executive’s right taxable year in which any payments or benefits are provided under this Agreement. In no event will the Company or any parent, subsidiary or other affiliate of the Company have any responsibility, liability or obligation to receive installment payments under the Agreement shall reimburse, indemnify or hold harmless Executive for any taxes, penalties or interest that may be treated imposed, or other costs that may be incurred, as a right to receive a series result of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.Section 409A.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this 7.1 This CIC Agreement are is intended to comply with Code Section 409A or an exemption therefrom thereunder and shall be construed and administered in accordance with such intentCode Section 409A. Notwithstanding any other provision of this CIC Agreement, payments provided under this CIC Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any payments under this CIC Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. For purposes of Code Section 409A, each installment payment provided under this CIC Agreement shall be treated as a separate payment. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this CIC Agreement are exempt from, or compliant with, comply with Code Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest interest, or other expenses that may be incurred by Executive a Participant on account of non-compliance with Code Section 409A. (b) If Executive is deemed at the time 7.2 Notwithstanding any other provision of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Codethis CIC Agreement, to the extent delayed commencement of any portion of the benefits to which Executive is entitled Severance Payment under this CIC Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of that (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and (ii) is to be made under this CIC Agreement upon the Date of Termination shall only be made upon a “separation from service” under Code Section 409A. 7.3 Notwithstanding any other provision of this CIC Agreement, if any Severance Payment (i) is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A and (ii) You are determined to be a “specified employee” as defined in Code Section 409A(a)(2)(b)(i), then such amounts Severance Payment shall not be paid until the first payroll date to occur following the six-month anniversary of Your “separation from service” or, if earlier, on Your death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid or reimbursed to Executive promptlyYou in a lump sum on the Specified Employee Payment Date and thereafter, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such remaining payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 paymentpaid without delay in accordance with their original schedule.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. Any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromwill be paid on, or compliant withor, in the case of installments, will commence on, the sixty-first (61st) day following Executive’s separation from service, or, if later, such time as required by Section 409A and in no event shall 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the Company or any of its affiliates sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by paid to Executive on account of nonthe sixty-compliance with Section 409A.first (61st) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange for desirable to avoid imposition of any other benefit; provided, that the foregoing clause shall not be violated with regard additional tax or income recognition before actual payment to expenses reimbursed Executive under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions of this Agreement are intended to comply with Section 409A Any severance payments or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments benefits under this Agreement that may would be excluded considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A either as separation pay due 2(c)(iii). Any installment payments that would have been made to an involuntary Executive during the sixty (60) day period immediately following Executive’s separation from service or as a short-term deferral but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be excluded from Section 409A made as provided in this Agreement. (iii) Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (i) such amounts shall be paid or reimbursed other than due to Executive promptlydeath), but in no event later than December 31 of then the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses Deferred Payments that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that payable within the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.first six

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A , no severance pay or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be paid or provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) periodyou, all payments deferred if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Internal Revenue Code Section 4.3(b409A (together, the “Deferred Payments”) shall will be paid in payable until you have a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensationseparation from service” within the meaning of Section 409A (i“Section 409A”) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following Internal Revenue Code of 1986, as amended (the year in which “Code”). Similarly, no severance payable to you, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A 1(b)(9) will be payable until you have a “separation from service” within the expense is incurred, meaning of Section 409A. (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the Any severance payments or expenses benefits under this Agreement that are eligible would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following your separation from service, or, if later, such time as required by Section 5(c)(iii). Except as required by Section 5(c)(iii), any installment payments that would have been made to you during the sixty (60) day period immediately following your separation from service but for payment or reimbursement the preceding sentence will be paid to you on the sixtieth (60th) day following your separation from service and the remaining payments will be made as provided in any other taxable year, and this Agreement. (iii) Executive’s right Further, if you are a “specified employee” within the meaning of Section 409A at the time of your separation from service (other than due to such death), any Deferred Payments that otherwise are payable within the first six (6) months following your separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of your separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of your death following your separation from service but prior to the six (6) month anniversary of your separation from service (or any later delay date), then any payments delayed in accordance with this Section 5(c)(iii) will be payable in a lump sum as soon as administratively practicable after the date of your death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or reimbursement shall benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) above. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (v) The foregoing provisions are intended to comply with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided under this Agreement will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or exchange be exempt. You 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 you under Section 409A. In no event will the Company reimburse you for any other benefit; provided, taxes that the foregoing clause shall not may 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 in which the arrangement is in effect. (d) For purposes imposed on you as result of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. Any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromwill be paid on, or compliant withor, in the case of installments, will commence on, the sixty-first (61st) day following Executive’s separation from service, or, if later, such time as required by Section 409A and in no event shall 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the Company or any of its affiliates sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by paid to Executive on account of nonthe sixty-compliance with Section 409A.first (61st) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (I) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange for desirable to avoid imposition of any other benefit; provided, that the foregoing clause shall not be violated with regard additional tax or income recognition before actual payment to expenses reimbursed Executive under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits payable upon separation that is payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation (together, the “Deferred Payments”) under Section 409A of the Internal Revenue Code, as amended (the “Code”) and the final regulations and official guidance thereunder (“Section 409A”) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” or resulting from an involuntary separation from service each as described in Section 9(c)(iv) below. However, any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromthat would be considered Deferred Payments will be paid on, or compliant withor, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A and in no event shall 9(c)(iii). Except as required by Section 9(c)(iii), any installment payments that would have been made to Executive during the Company or any of its affiliates sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by paid to Executive on account of non-compliance with Section 409A.the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of his termination (iother than due to death), then the Deferred Payments, if any, that are payable within the first six (6) such amounts shall months following his separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following his separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this Section 9(c) will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment, installment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes herein. Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes herein. (v) For purposes of this Agreement, “Section 409A Limit” means the lesser of two (2) times: (x) Executive’s annualized compensation based upon the annual rate of pay paid to Executive promptlyduring Executive’s taxable year preceding Executive’s taxable year of Executive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto, but in no event later than December 31 or (y) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the year following Code for the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement employment is in effectterminated. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.

Section 409A. The amounts payable pursuant to this Agreement are intended to be exempt from section 409A of the Code and related U.S. treasury regulations or official pronouncements (“Section 409A”) and will be construed in a manner that is compliant with such exemption; provided, however, if and to the extent that any compensation payable under this Agreement is determined to be subject to Section 409A, this Agreement will be construed in a manner that will comply with Section 409A, and provided further, however, that no person connected with this Agreement in any capacity, including but not limited to the Company and its affiliates, and their respective directors, officers, agents and employees, makes any representation, commitment or guarantee that any tax treatment, including but not limited to, federal, state and local income, estate and gift tax treatment, will be applicable with respect to any amounts payable or benefits provided under this Agreement. Notwithstanding any provision to the contrary in this Agreement: , if Executive is deemed on the Termination Date or expiration of the Term to be a “specified employee” within the meaning of Section 409A, then any payments and benefits under this Agreement that are subject to Section 409A and paid by reason of a termination of employment will be made or provided on the later of (a) All provisions of the payment date set forth in this Agreement are intended or (b) the date that is the earliest of (i) the expiration of the six-month period measured from the Termination Date or expiration of the Term, or (ii) the date of Executive’s death (the “Delay Period”). Payments and benefits subject to comply with the Delay Period will be paid or provided to Executive without interest for such delay. The terms “termination of employment” and “separate from service” as used throughout this Agreement refer to a “separation from service” within the meaning of Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. 409A. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including409A, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive each installment payments payment provided under the 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 payment.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service or as a short-term deferral shall be excluded from described in Section 409A 4(c)(v) below. (iii) Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. In no event will the Company have any liability or exchange obligation to reimburse, indemnify, or hold harmless Executive for any other benefit; provided, taxes or costs that the foregoing clause shall not may be violated with regard to expenses reimbursed under any arrangement covered imposed on or incurred by Section 105(b) of the Code solely because such expenses are subject to Executive as a limit related to the period in which the arrangement is in effect. (d) For purposes result of Section 409A (including409A. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, without limitation, for purposes appropriate or desirable to avoid imposition of Treasury Regulation any additional tax or income recognition before actual payment to Executive under Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement: (a) All provisions , no Deferred Payments will be paid or provided until the Employee has a “separation from service” within the meaning of this Agreement are intended Section 409A. Similarly, no severance payable to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments the Employee under this Agreement that may otherwise would be excluded exempt from Section 409A either pursuant to Treasury Regulation Section 1.409A‑1(b)(9) will be payable until the Employee has a “separation from service” within the meaning of Section 409A. (ii) It is intended that none of the severance payments or benefits under the Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 11(h)(iv) below or resulting from an involuntary separation from service as described in Section 11(h)(v) below. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Payment. Any severance payments or benefits under the Agreement that would be considered Deferred Payments will be paid on the sixtieth (60th) day following the Employee’s separation from service, or if later, such time as a short-term deferral shall be excluded from required by Section 409A 11(h)(iii). Further, except as required by Section 11(h)(iii), any severance payments or benefits that, but for the immediately preceding sentence, would have been made to the maximum extent possible. Notwithstanding Employee during the foregoing, sixty (60) day period immediately following the Company makes no representations that Employee’s separation from service will be paid to the Employee on the sixtieth (60th) day following the Employee’s separation from service and any remaining payments and benefits will be made as provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.Agreement. (biii) If Executive Notwithstanding anything to the contrary in the Agreement, if the Employee is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of the Employee’s separation from service (iother than due to death), then the Deferred Payments, if any, that are payable within the first six (6) such amounts shall months following the Employee’s separation from service, will become payable on the date six (6) months and one (1) day following the date of the Employee’s separation from service. All subsequent Deferred Payments, if any, will be paid payable in accordance with the payment schedule applicable to each payment or reimbursed benefit. Notwithstanding anything herein to Executive promptlythe contrary, in the event of the Employee’s death following the Employee’s separation from service, but in no event later than December 31 before the six (6) month anniversary of the year following separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the year date of the Employee’s death and all other Deferred Payments will be payable in which accordance with the expense payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is incurred, intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iiiv) Any amount paid under this Plan that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Agreement. (v) Any amount paid under this Plan that qualifies as a payment made as a result of any such payments eligible an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for reimbursement in one year shall not affect purposes of this Agreement. (vi) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided under the Agreement will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms herein will be interpreted to so comply or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) exempt. For purposes of the Agreement, to the extent required to be exempt from or comply with Section 409A (including409A, without limitationreferences to termination of the Employee’s employment or similar phrases will be references to the Employee’s “separation from service” within the meaning of Section 409A. The Company and the Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions, for purposes which are necessary, appropriate or desirable to avoid imposition of Treasury Regulation any additional tax or income recognition prior to actual payment to the Employee under Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. Notwithstanding any provision provisions of Section 8 to the contrary in this Agreementcontrary: (ai) All provisions Notwithstanding any other provision of this Agreement, Executive’s Termination Date will occur when Executive’s “separation from service” occurs pursuant to Section 409A of the Code, and its implementing regulations and guidance (“Section 409A”) (“Separation from Service”). Furthermore, for purposes of this Agreement are intended the terms “termination of service”, “termination of employment” and other terms to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded effect will mean Separation from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.Service. (bii) If Executive is deemed a “specified employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by the Company) at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of and if any portion of the payments or benefits to which be received by 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of 8 upon Executive’s Separation from Service would be considered deferred compensation under Section 409A, then each portion of such payments that would otherwise be payable pursuant to Section 8 or (ii) otherwise during the date of six-month period immediately following Executive’s death. Upon Separation from Service (the expiration of the applicable Code Section 409A(a)(2)(B)(i“Delayed Period”) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall will instead be paid or made available on the earlier of (A) the first business day of the seventh month following the date Executive incurs a Separation from Service and (B) Executive’s death (the applicable date, the “Permissible Payment Date”); (iii) Except as otherwise set forth in this Agreement, with respect to any amount of expenses eligible for reimbursement hereunder, such expenses will be reimbursed to by the Company within sixty (60) calendar days (or, if applicable, on the Permissible Payment Date) following the date on which the Company receives the applicable invoice from Executive promptly(and approves such invoice), but in no event later than December 31 of the year following the year in which Executive incurs the expense is incurred, (ii) related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of any such payments eligible for reimbursement in one year shall not affect the payments reimbursements or expenses that are eligible for payment or reimbursement in-kind benefits to be provided in any other taxable year, and (iii) nor will Executive’s right to such payments reimbursement or reimbursement shall not in-kind benefits be subject to liquidation or exchange for any other another benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect.and (div) For Each payment under this Agreement will be considered a “separate payment” and not one of a series of payments for purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance payments or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. Termination of employment is intended to constitute a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute “Deferred Payments” but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromthat would be considered Deferred Payments will be paid on, or compliant withor, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A and in no event shall 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the Company or any of its affiliates sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by paid to Executive on account of non-compliance with Section 409A.the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange for desirable to avoid imposition of any other benefit; provided, that the foregoing clause shall not be violated with regard additional tax or income recognition before actual payment to expenses reimbursed Executive under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this This Agreement are is intended to comply with Treasury Regulation Section 409A (“Section 409A”) or an exemption therefrom thereunder and shall be construed and administered in accordance with such intentSection 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromcomply with Section 409A, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time Notwithstanding any other provision of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Codethis Agreement, to the extent delayed commencement of if any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be payment or benefit provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of in connection with Executive’s Separation from Service or (ii) the date termination of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of the termination date or, if earlier, on Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. (c) To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) such amounts the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; and (ii) any reimbursement of an eligible expense shall be paid or reimbursed to Executive promptly, but in no event later than December 31 on or before the last day of the calendar year following the calendar year in which the expense is was incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and ; and (iii) Executive’s any right to such payments reimbursements or reimbursement in-kind benefits under this Agreement shall not be subject to liquidation or exchange for any other another benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes Any tax gross-up payments provided under this Agreement shall be paid to the Executive on or before December 31 of Section 409A the calendar year immediately following the calendar year in which the Executive remits the related taxes. (e) If any of the payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (“the Code”) and would, but for purposes of Treasury Regulation this Section 1.409A-2(b)(2)(iii)7(e), Executive’s right be subject to receive installment payments the excise tax imposed under Section 4999 of the Agreement Code (the “Excise Tax”), then such 280G Payments shall be treated as reduced in a right manner determined by the Company (by the minimum possible amounts) that is consistent with the requirements of Section 409A until no amount payable to receive Executive will be subject to the Excise Tax. If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts shall be reduced (but not below zero) on a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentpro rata basis.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service or as a short-term deferral shall be excluded from described in Section 409A 4(c)(v) below. (iii) Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six months and one day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange for desirable to avoid imposition of any other benefit; provided, that the foregoing clause shall not be violated with regard additional tax or income recognition before actual payment to expenses reimbursed Executive under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A 1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute “Deferred Payments” but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromthat would be considered Deferred Payments will be paid on, or compliant withor, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A and in no event shall 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the Company or any of its affiliates sixty (60)-day period immediately following Executive’s separation from service but for the preceding sentence will be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by paid to Executive on account of non-compliance with Section 409A.the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6)-month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of Section 4(c)(i). (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of Section 4(c)(i). (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive 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 before actual payment to Executive under Section 409A. (vii) To the extent any reimbursement or in-kind benefit provided under this Agreement is a Deferred Payment (i) such amounts shall the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be paid provided, in any other taxable year; (ii) the reimbursement of an eligible expense must be made on or reimbursed to Executive promptly, but in no event later than December 31 before the last day of the calendar year following the calendar year in which the expense is was incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, ; and (iii) Executive’s the right to such payments reimbursement or reimbursement shall in-kind benefits is not be subject to liquidation or exchange for any other another benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.

Section 409A. 9.1. Notwithstanding any provision anything to the contrary in this Agreement: (a) All provisions of Plan, no Severance Benefits to be paid or provided to a Participant, if any, under this Agreement Plan that, when considered together with any other severance payments or separation benefits, are intended to comply with considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments provided until the Participant has a “separation from service” within the meaning of Section 409A. Similarly, no Severance Benefits payable to a Participant, if any, under this Agreement Plan that may otherwise would be excluded exempt from Section 409A either pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until the Participant has a “separation from service” within the meaning of Section 409A. 9.2. It is intended that none of the Severance Benefits will constitute Deferred Payments but rather will be exempt from Section 409A as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 9.3 below or resulting from an involuntary separation from service or as described in Section 9.4 below. In no event will a short-term deferral shall be excluded from Section 409A Participant have discretion to determine the taxable year of payment of any Deferred Payment. 9.3. Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoingcontrary in this Plan, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive if a Participant is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of the Participant’s separation from service (i) such amounts shall other than due to death), then the Deferred Payments, if any, that are payable within the first 6 months following the Participant’s separation from service, will become payable on the date 6 months and 1 day following the date of the Participant’s separation from service. All subsequent Deferred Payments, if any, will be paid payable in accordance with the payment schedule applicable to each payment or reimbursed benefit. Notwithstanding anything herein to Executive promptlythe contrary, in the event of the Participant’s death following the Participant’s separation from service, but in no event later than December 31 before the 6 month anniversary of the year following separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the year date of the Participant’s death and all other Deferred Payments will be payable in which accordance with the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment schedule applicable to each payment or reimbursement benefit. Each payment and benefit payable under this Plan is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. 9.4. Any amount paid under this Plan that satisfies the requirements of the “short-term deferral” rule set forth in any other taxable year, and (iiiSection 1.409A-1(b)(4) Executive’s right of the Treasury Regulations will not constitute Deferred Payments for purposes of this Section 9. 9.5. Any amount paid under this Plan that qualifies as a payment made as a result of an involuntary separation from service pursuant to such payments Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of this Section 9. 9.6. The foregoing provisions are intended to comply with or reimbursement shall not be exempt from the requirements of Section 409A so that none of the Severance Benefits will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or exchange be exempt. Notwithstanding anything to the contrary in the Plan, including but not limited to Sections 11 and 13, the Company reserves the right to amend the Plan as it deems necessary or advisable, in its sole discretion and without the consent of the Participants, to comply with Section 409A or to avoid income recognition under Section 409A prior to the actual payment of Severance Benefits or imposition of any additional tax. In no event will the Company reimburse a Participant for any taxes or other benefit; provided, costs that may be imposed on the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes Participant as result of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. 9.1 Notwithstanding any provision anything to the contrary in this Agreement: (a) All provisions of Plan, no Severance Benefits to be paid or provided to a Participant, if any, under this Agreement Plan that, when considered together with any other severance payments or separation benefits, are intended to comply with considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments provided until the Participant has a “separation from service” within the meaning of Section 409A. Similarly, no Severance Benefits payable to a Participant, if any, under this Agreement Plan that may otherwise would be excluded exempt from Section 409A either pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until the Participant has a “separation from service” within the meaning of Section 409A. 9.2 It is intended that none of the Severance Benefits will constitute Deferred Payments but rather will be exempt from Section 409A as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 9(c) below or resulting from an involuntary separation from service or as described in Section 9(d) below. In no event will a short-term deferral shall be excluded from Section 409A Participant have discretion to determine the taxable year of payment of any Deferred Payment. 9.3 Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoingcontrary in this Plan, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive if a Participant is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of the Participant’s separation from service (i) such amounts shall other than due to death), then the Deferred Payments, if any, that are payable within the first 6 months following the Participant’s separation from service, will become payable on the date 6 months and 1 day following the date of the Participant’s separation from service. All subsequent Deferred Payments, if any, will be paid payable in accordance with the payment schedule applicable to each payment or reimbursed benefit. Notwithstanding anything herein to Executive promptlythe contrary, in the event of the Participant’s death following the Participant’s separation from service, but in no event later than December 31 before the 6 month anniversary of the year following separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the year date of the Participant’s death and all other Deferred Payments will be payable in which accordance with the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment schedule applicable to each payment or reimbursement benefit. Each payment and benefit payable under this Plan is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. 9.4 Any amount paid under this Plan that satisfies the requirements of the “short-term deferral” rule set forth in any other taxable year, and (iiiSection 1.409A-1(b)(4) Executive’s right of the Treasury Regulations will not constitute Deferred Payments for purposes of this Section 9. 9.5 Any amount paid under this Plan that qualifies as a payment made as a result of an involuntary separation from service pursuant to such payments Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of this Section 9. 9.6 The foregoing provisions are intended to comply with or reimbursement shall not be exempt from the requirements of Section 409A so that none of the Severance Benefits will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or exchange be exempt. Notwithstanding anything to the contrary in the Plan, including but not limited to Sections 11 and 13, the Company reserves the right to amend the Plan as it deems necessary or advisable, in its sole discretion and without the consent of the Participants, to comply with Section 409A or to avoid income recognition under Section 409A prior to the actual payment of Severance Benefits or imposition of any additional tax. In no event will the Company reimburse a Participant for any taxes or other benefit; provided, costs that may be imposed on the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes Participant as result of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. Notwithstanding For purposes of Section 409A of the Code (“Section 409A”), it is intended that amounts payable pursuant to this Restricted Stock Unit Agreement qualify for the short-term deferral exception under Treas. Reg. Section 1.409A-1(b)(4) or any provision to the contrary in this Agreement: (a) All successor thereto, and all provisions of this Award Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered interpreted in accordance a manner consistent with such intentexception. Any payments under In the event that it is determined that any amounts payable pursuant to this Restricted Stock Unit Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a do not qualify for the short-term deferral exception under Treas. Reg. Section 1.409A-1(b)(4) or any successor thereto, it is intended that the provisions of this Restricted Stock Unit Agreement comply with Section 409A, and all provisions of this Restricted Stock Unit Agreement shall be excluded from Section 409A to construed and interpreted in a manner consistent with the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided requirements for avoiding taxes or penalties under this Agreement are exempt from, or compliant with, Section 409A and in no event shall any similar state or local law. Except as permitted under Section 409A, any amounts payable hereunder that constitute “nonqualified deferred compensation” (within the meaning of Section 409A) may not be reduced by, or offset against, any amount owing by Participant to the Company or any of its affiliates affiliates. To the extent required by Section 409A, any amounts payable hereunder that constitute nonqualified deferred compensation payable or provided to Participant upon a termination of employment or Change in Control, as applicable, shall only be liable for all paid or provided to Participant upon Participant’s separation from service (within the meaning of Section 409A) or an event described in Section 409A(a)(2)(v) of the Code, respectively. Notwithstanding any portion other provision of any taxesthis Restricted Stock Unit Agreement to the contrary, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive if Participant is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) 409A, as determined in accordance with the methodology established by the Company), amounts that constitute nonqualified deferred compensation that otherwise would be payable by reason of Participant’s separation from service during the six-month period immediately following such separation from service shall instead be paid or provided on the first business day following the date that is six months following Participant’s separation from service or any earlier date permitted by Section 409A. If Participant dies following the separation from service and prior to the payment of any amounts delayed on account of Section 409A, such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 the personal representative of the year Participant’s estate within 30 days following the year in which the expense is incurred, (ii) the amount date of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) ExecutiveParticipant’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effectdeath. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.

Section 409A. (a) Notwithstanding any provision anything to the contrary in this Agreement: (a) All provisions of Plan, no Severance Benefits to be paid or provided to a Participant, if any, under this Agreement Plan that, when considered together with any other severance payments or separation benefits, are intended to comply with considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments provided until the Participant has a “separation from service” within the meaning of Section 409A. Similarly, no Severance Benefits payable to a Participant, if any, under this Agreement Plan that may otherwise would be excluded exempt from Section 409A either as separation pay due pursuant to an involuntary Treasury Regulation Section 1.409A-1(b)(9) will be payable until the Participant has a “separation from service or as a short-term deferral shall be excluded from Section 409A to service” within the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any meaning of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive It is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) intended that none of the Code, Severance Benefits will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section (c) below or resulting from an involuntary separation from service as described in Section (d) below. In no event will a Participant have discretion to determine the extent delayed commencement taxable year of payment of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided hereinDeferred Payment. (c) Any reimbursements payable to Executive pursuant Notwithstanding anything to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with contrary in this Plan, if a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute Participant is a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A at the time of the Participant’s separation from service (i) such amounts shall other than due to death), then the Deferred Payments, if any, that are payable within the first 6 months following the Participant’s separation from service, will become payable on the date 6 months and 1 day following the date of the Participant’s separation from service. All subsequent Deferred Payments, if any, will be paid payable in accordance with the payment schedule applicable to each payment or reimbursed benefit. Notwithstanding anything herein to Executive promptlythe contrary, in the event of the Participant’s death following the Participant’s separation from service, but in no event later than December 31 before the 6 month anniversary of the year following separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the year date of the Participant’s death and all other Deferred Payments will be payable in which accordance with the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment schedule applicable to each payment or reimbursement in any other taxable year, benefit. Each payment and (iii) Executive’s right benefit payable under this Plan is intended to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed constitute a separate payment under any arrangement covered by Section 105(b1.409A-2(b)(2) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effectTreasury Regulations. (d) For Any amount paid under this Plan that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of this Section 9. (e) Any amount paid under this Plan that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of this Section 9. (f) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A (includingso that none of the Severance Benefits will be subject to the additional tax imposed under Section 409A, without limitationand any ambiguities herein will be interpreted to so comply or be exempt. Notwithstanding anything to the contrary in the Plan, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii))including but not limited to Sections 11 and 13, Executive’s the Company reserves the right to receive installment payments amend the Plan as it deems necessary or advisable, in its sole discretion and without the consent of the Participants, to comply with Section 409A or to avoid income recognition under Section 409A prior to the Agreement shall actual payment of Severance Benefits or imposition of any additional tax. In no event will the Company reimburse a Participant for any taxes or other costs that may be treated imposed on the Participant as a right to receive a series result of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.Section 409A.

Section 409A. (a) Notwithstanding any provision anything to the contrary in this Agreement: , no Deferred Payments (a) All provisions of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(bdefined below) shall be paid in payable until Executive has a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensationseparation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (ithe “Code”) such amounts and the final regulations and official guidance thereunder (“Section 409A”). Similarly, no severance payable to Executive, if any, pursuant to this Agreement that would otherwise be exempt from Section 409 pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall be payable until Executive has a “separation from service” within the meaning of Section 409A. (b) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid or reimbursed on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 20(c). Any installment payments that would have been made to Executive promptly, during the sixty (60) day period immediately following Executive’s separation from service but in no event later than December 31 of for the year preceding sentence will be paid to Executive on the sixtieth (60th) day following the year Executive’s separation from service and the remaining payments shall be made as provided in which this Agreement. (c) Further, if Executive is a “specified employee” within the expense is incurredmeaning of Section 409A at the time of Executive’s separation from service (other than due to death), (ii) and the amount of severance payments and benefits payable to Executive, if any, pursuant to the Agreement, when considered together with any such payments eligible for reimbursement in one year shall not affect the other severance payments or expenses separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”), such Deferred Payments that are eligible for otherwise payable within the first six (6) months following Executive’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or reimbursement in any other taxable yearbenefit. Notwithstanding anything herein to the contrary, and (iii) if Executive dies following Executive’s right separation from service but prior to such the six (6) month anniversary of Executive’s separation from service (or any later delay 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or reimbursement shall not be subject benefit. Each payment and benefit payable under the Agreement is intended to liquidation or exchange constitute a separate payment for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by purposes of Section 105(b1.409A-2(b)(2) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effectTreasury Regulations. (d) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this section (d), “Section 409A Limit” will mean the lesser of two (including, without limitation, for purposes 2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the taxable year preceding the taxable year of Executive’s separation from service as determined under Treasury Regulation Section 1.409A-2(b)(2)(iii)), 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s right to receive installment payments under the 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 paymentemployment is terminated.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no Deferred Payments will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(b)(iii). Except as required by Section 4(b)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. In no event will Executive have discretion to determine the taxable year of payment for any Deferred Payments. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s separation from service, will, to the extent required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, become payable on the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments. (vi) The foregoing provisions of and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the requirements of Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement so that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to none of the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the severance payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, provided hereunder will be subject to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a additional tax obligation imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such portion reasonable actions which are necessary, appropriate or desirable to avoid imposition of Executive’s benefits shall not be provided any additional tax or income recognition prior to actual payment to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code under Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive 409A. In no later than 30 days after Executive provides event will the Company with reimburse Executive for any taxes that may be imposed on Executive as a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning result of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (a) Notwithstanding any provision anything to the contrary in this Agreement: (a) All provisions of , no payment or benefit to be paid or provided to Executive, if any, pursuant to this Agreement are intended to comply that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A or an exemption therefrom of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) shall be construed and administered in accordance with such intent. Any payments under paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that may otherwise would be excluded exempt from Section 409A either as separation pay due pursuant to an involuntary Treasury Regulation Section l.409A-l(b)(9) shall be payable until Executive has a “separation from service or as a short-term deferral shall be excluded from Section 409A to service” within the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any meaning of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If It is intended that none of the payments under this Agreement will constitute “Deferred Payments” but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 22(d) below or resulting from an involuntary separation from service as described in Section 22(c)(e) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments shall be paid on, or, in the case of installments, shall not commence until, the 61st day following Executive’s separation from service, or, if later, such time as required by Section 22(c). Except as required by Section 22(c), any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s separation from service but for the preceding sentence shall be paid to Executive on the 61st day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, if Executive is deemed a “specified employee” within the meaning of Section 409 A at the time of Executive’s Separation from Service termination (other than due to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of death), then the CodeDeferred Payments, to if any, that are payable within the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of first six months following Executive’s benefits separation from service, shall not be provided to Executive prior to become payable on the earlier of (i) first payroll date that occurs on or after the expiration of the six- month period measured from date six months and one day following the date of Executive’s Separation separation from Service service. All subsequent Deferred Payments, if any, shall be payable in accordance with the payment schedule applicable to each payment or (ii) benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six month anniversary of the separation from service, then any payments delayed in accordance with this paragraph shall be payable in a lump sum as soon as administratively practicable after the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, death and all payments deferred pursuant to this Section 4.3(b) other Deferred Payments shall be paid payable in a lump sum accordance with the payment schedule applicable to Executive, each payment or benefit. Each payment and any remaining payments due benefit payable under the this Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed is intended to constitute “nonqualified deferred compensation” within the meaning of a separate payment under Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(bl.409A-2(b)(2) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effectTreasury Regulations. (d) For Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section l.409A-l (b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of Section 22(a) above. (e) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section l.409A-l (b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (including, without limitation, as defined below) shall not constitute Deferred Payments for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right 22(a) above. (f) The foregoing provisions are intended to receive installment comply with the requirements of Section 409A so that none of the severance payments under the Agreement and benefits to be provided hereunder shall be treated subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. The Company and Executive 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 before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any tax obligations incurred by Executive as a right to receive a series result of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.the application of Section 409A.

Section 409A. (a) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code (as defined below) Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a Separation from Service. (ab) All provisions of this Agreement are intended to comply with Section 409A Any severance payments or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments benefits under this Agreement that may would be excluded considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s Separation from Service, or, if later, such time as required by Section 12(c). Except as required by Section 12(c), and as discussed under Section 8(h), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s Separation from Service and the remaining payments shall be made as provided in this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s termination (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(iService, will become payable on the first payroll date that occurs on or after the date six (6) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(imonths and one (1) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from day following the date of Executive’s Separation from Service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s Separation from Service, but prior to the twelve (12) month anniversary of the Separation from Service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (d) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of subsection (a) above. (e) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary Separation from Service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of subsection (a) above. (f) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive 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 Executive under Section 409A. (g) For purposes of this Agreement, “Section 409A Limit” will mean two (2) times the lesser of: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of his Separation from Service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the date of Executive’s death. Upon the expiration maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effectSeparation from Service occurred. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A 1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute “Deferred Payments” but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromthat would be considered Deferred Payments will be paid on, or compliant withor, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A and in no event shall 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the Company or any of its affiliates sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by paid to Executive on account of non-compliance with Section 409A.the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6)-month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of Section 4(c)(i). (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of Section 4(c)(i). (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive 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 before actual payment to Executive under Section 409A. (vii) To the extent any reimbursement or in-kind benefit provided under this Agreement is a Deferred Payment (i) such amounts shall the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be paid provided, in any other taxable year; (ii) the reimbursement of an eligible expense must be made on or reimbursed to Executive promptly, but in no event later than December 31 before the last day of the calendar year following the calendar year in which the expense is was incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, ; and (iii) Executive’s the right to such payments reimbursement or reimbursement shall in-kind benefits is not be subject to liquidation or exchange for any other another benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance payments or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. Termination of employment is intended to constitute a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute “Deferred Payments” but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromthat would be considered Deferred Payments will be paid on, or compliant withor, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A and in no event shall 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the Company or any of its affiliates sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by paid to Executive on account of non-compliance with Section 409A.the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange for desirable to avoid imposition of any other benefit; provided, that the foregoing clause shall not be violated with regard additional tax or income recognition before actual payment to expenses reimbursed Executive under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions payments to which Executive may be entitled under a “nonqualified deferred compensation plan” (within the meaning of this Agreement Section 409A of the Code (“Section 409A”)) are intended to comply with the requirements of Section 409A or an exemption therefrom 409A, and shall be construed and administered interpreted in accordance with such intenttherewith. Any payments under Unless otherwise expressly provided, any payment of compensation by Parent or the Company to Executive, whether pursuant to this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral otherwise, shall be excluded from made by the 15th day of the third month after the end of the calendar year in which Executive’s right to such payment is no longer subject to a substantial risk of forfeiture (for purposes of Section 409A 409A). No party, individually or jointly, may accelerate or defer any deferred payment, except in compliance with Section 409A, and no amount shall be paid prior to the maximum extent possible. earliest date on which it is permitted to be paid under Section 409A. Notwithstanding the foregoing, nothing in this Section 4.14 shall create any obligation by any member of the Company makes no representations that the payments and benefits provided Group to Executive should any payment under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with 4.14 fail to satisfy Section 409A. (b) If No payment of deferred compensation within the meaning of Section 409A that would otherwise be paid, and no benefit that constitutes deferred compensation that would otherwise be provided, upon a termination of employment will be made or provided, as the case may be, unless and until such termination of employment also constitutes a separation from service within the meaning of Section 409A. (c) Notwithstanding any provisions of this Agreement to the contrary, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes (within the meaning of Section 409A(a)(2)(B)(i409A and determined pursuant to policies adopted by the Company Group) of the Code, to the extent delayed commencement of on his Termination Date and if any portion of the payments or benefits to which be received by 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 which upon separation from service would subject Executive to a tax obligation be considered deferred compensation under Section 409A, such portion amounts of deferred compensation that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Termination Date and benefits that constitute deferred compensation that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s benefits shall not Termination Date will instead be provided to Executive prior to paid or made available on the earlier of (i) the expiration first day of the six- seventh month period measured from the date of following Executive’s Separation from Service or Termination Date and (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (cd) Any reimbursements payable to Executive pursuant The reimbursement of expenses and the provision of in-kind benefits under any provisions of this Agreement will be subject to the Agreement shall be paid to Executive no later than 30 days after Executive provides following: (i) the Company with a written request amounts eligible for reimbursement, and to or the extent that in-kind benefits provided, during any such reimbursements are deemed to constitute “nonqualified deferred compensation” within calendar year may not affect the meaning expenses eligible for reimbursement, or the in-kind benefits provided, in any other calendar year; (ii) any reimbursement of Section 409A (i) such amounts an eligible expense shall be paid made on or reimbursed to Executive promptly, but in no event later than December 31 before the last day of the calendar year following the calendar year in which the expense is was incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and ; and (iii) Executive’s right to such payments an in-kind benefit or reimbursement shall is not be subject to liquidation or exchange for any other cash or another benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (de) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments Each payment made under the 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 will be considered a separate payment and distinct payment.not one of a series of payments for purpose of Section 409A.

Section 409A. Notwithstanding any provision anything to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoingelsewhere, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of as determined pursuant to Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) 409A of the Code which would subject Executive to a tax obligation under Section 409A, such portion as of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from From Service and if any payment or benefit provided for in this Agreement or otherwise both (iix) the date constitutes a “deferral of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A and (iy) cannot be paid or provided in the manner otherwise provided without subjecting Executive to “additional tax”, interest or penalties under Section 409A, then any such amounts payment or benefit that is payable during the first six months following Executive’s Separation From Service shall be paid or reimbursed provided to Executive promptlyin a cash lump-sum, but with interest at LIBOR, on the first business day of the seventh calendar month following the month in which Executive’s Separation From Service occurs. In addition, any payment or benefit due upon a termination of Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided to Executive upon a Separation From Service (as defined in Section 5(b) above). Notwithstanding anything to the contrary in this Section 5 or elsewhere, any payment or benefit under this Section 5, or otherwise, that is exempt from Section 409A pursuant to Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second taxable year of Executive following the taxable year of Executive in which the Separation From Service occurs; and provided further that such expenses are reimbursed no event later than December 31 the last day of the third taxable year following the taxable year of Executive in which the expense is incurredSeparation From Service occurs. Finally, for the purposes of this Agreement, amounts payable under Section 5 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (ii“short-term deferrals”) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any and other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes applicable provisions of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment1.409A-1 through A-6.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (ai) All provisions of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as If Participant is a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoingU.S. taxpayer, the Company makes no representations payment of Shares vesting pursuant to this Award Agreement (including any discretionary acceleration under Section 4(b)) shall in all cases be paid at a time or in a manner that the payments and benefits provided under this Agreement are is exempt from, or compliant complies with, Section 409A 409A. The prior sentence may be superseded in a future agreement or amendment to this Award Agreement only by direct and specific reference to such sentence. (ii) Notwithstanding anything in no event shall the Company Plan or this Award Agreement or any other agreement (whether entered into before, on or after the Date of its affiliates be liable for all Grant), if the vesting of the balance, or any some lesser portion of any taxesthe balance, penaltiesof the Restricted Stock Units is accelerated in connection with the termination of Participant’s status as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, interest or as determined by the Administrator), other expenses that may be incurred by Executive on account of non-compliance with Section 409A. than due to Participant’s death, and if (bx) If Executive Participant is deemed at the time of Executive’s Separation from Service to be a U.S. taxpayer and a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of such termination as a Service Provider and (iy) the payment of such amounts shall accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six month period following the cessation of Participant’s status as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six months and one day following the date of cessation of Participant’s status as a Service Provider, unless Participant dies following his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to Participant’s estate as soon as practicable following his or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and her death. (iii) Executive’s right It is the intent of this Award Agreement that it and all payments and benefits to such payments U.S. taxpayers hereunder be exempt from, or reimbursement shall not comply with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities or exchange for any other benefit; provided, that the foregoing clause shall not ambiguous terms herein will be violated with regard interpreted to expenses reimbursed be so exempt or so comply. Each payment payable under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject this Award Agreement is intended to constitute a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, separate payment for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(iii1.409A-2(b)(2)). To the extent necessary to comply with Section 409A, Executivereferences to termination of Participant’s right to receive installment payments under the Agreement shall be treated status as a right Service Provider, termination of employment, or similar phrases will be references to receive Participant’s “separation from service” within the meaning of Section 409A. In no event will the Company or any Parent or Subsidiary of the Company have any responsibility, liability, or obligation to reimburse, indemnify, or hold harmless Participant (or any other person) for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a series result of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.Section 409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions of this Agreement are intended to comply with Section 409A Any severance payments or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments benefits under this Agreement that may would be excluded considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A either 10(c)(iii). Except as separation pay due required by Section 10(c)(iii), any installment payments that would have been made to an involuntary Executive during the sixty (60) day period immediately following Executive’s separation from service or as a short-term deferral but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be excluded from Section 409A made as provided in this Agreement. (iii) Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange for desirable to avoid imposition of any other benefit; provided, that the foregoing clause shall not be violated with regard additional tax or income recognition prior to expenses reimbursed actual payment to Executive under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions of this Agreement are intended to comply with Section 409A Any severance payments or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments benefits under this Agreement that may would be excluded considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A either as separation pay due 2(c)(iii). Any installment payments that would have been made to an involuntary Executive during the sixty (60) day period immediately following Executive’s separation from service or as a short-term deferral but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be excluded from Section 409A made as provided in this Agreement. (iii) Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange for desirable to avoid imposition of any other benefit; provided, that the foregoing clause shall not be violated with regard additional tax or income recognition prior to expenses reimbursed actual payment to Executive under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement: (a) All provisions of this Agreement are intended , no severance payments or benefits payable to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoingExecutive, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromif any, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Internal Revenue Code Section 4.3(b409A (together, the “Deferred Payments”) shall will be paid in payable until Executive has a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensationseparation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations and guidance thereunder, and any applicable state law equivalent, as each may be promulgated, amended or modified from time to time (“Section 409A”). Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulations Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. To the extent required to be exempt from or comply with Section 409A, references to the termination of Executive’s employment or similar phrases used in this Agreement will mean Executive’s “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(d)(iii) (or with respect to Full Value Awards, such time or times as required by any applicable Full Value Settlement Provisions). Except as required by Section 4(d)(iii) and any applicable Full Value Settlement Provisions, any Deferred Payments payable in installments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Further, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), any Deferred Payments that otherwise are payable within the first six (6) months following Executive’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s death following Executive’s separation from service but prior to the six (6) month anniversary of Executive’s separation from service (or any later delay 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that is within the year in which limit set forth thereunder will not constitute Deferred Payments for purposes of clause (i) above. (v) The foregoing provisions are intended to comply with, or be exempt from, the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect and benefits to be provided under the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not Agreement will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms herein will be interpreted to so comply or exchange be exempt. Executive and the Company agree to work together in good faith to consider amendments to the 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 Executive under Section 409A. In no event will the Company or any of its subsidiaries or other affiliates have any obligation, responsibility or liability to reimburse, indemnify or hold harmless Executive for any taxes imposed, or other benefit; providedcosts incurred, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes as result of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) shall be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may shall constitute “Deferred Payments” but rather shall be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 9(c)(iv) below or resulting from an involuntary separation from service as described in Section 9(c)(v) below. However, any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates that would be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) considered Deferred Payments shall be paid on, or, in a lump sum to the case of installments, shall not commence until, the sixtieth (60th) day following Executive’s separation from service, and or, if later, such time as required by Section 9(c)(iii). Except as required by Section 9(c)(iii), any remaining installment payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable that would have been made to Executive pursuant to during the Agreement sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence shall be paid to Executive no later than 30 days after Executive provides on the Company with a written request for reimbursement, sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the extent that any such reimbursements are deemed to constitute contrary in this Agreement, if Executive is a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, shall become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, shall be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph shall be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments shall be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b1.409A-1(b)(9)(iii) of the Code solely because such expenses are subject to a limit related to Treasury Regulations that does not exceed the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, Limit shall not constitute Deferred Payments for purposes of Treasury Regulation clause (i) above. “Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under 409A Limit” means the Agreement shall be treated as a right to receive a series lesser of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.two (2) times:

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) shall be paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall be payable until Employee has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may shall constitute “Deferred Payments” but rather shall be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(e)(iv) below or resulting from an involuntary separation from service as described in Section 4(e)(v) below. However, any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromthat would be considered Deferred Payments shall be paid on, or compliant withor, in the case of installments, shall not commence until, the sixtieth (60th) day following Employee’s separation from service, or, if later, such time as required by Section 409A 4(e)(iii). Except as required by Section 4(e)(iii), any installment payments that would have been made to Employee during the sixty (60) day period immediately following Employee’s separation from service but for the preceding sentence shall be paid to Employee on the sixtieth (60th) day following Employee’s separation from service and the remaining payments shall be made as provided in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.this Agreement. (biii) If Executive Notwithstanding anything to the contrary in this Agreement, if Employee is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Employee’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Employee’s separation from service, shall become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Payments, if any, shall be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following Employee’s separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph shall be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Payments shall be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which the expense is incurred, Section 409A Limit (iias defined below) the amount of any such payments eligible for reimbursement in one year shall not affect constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement be provided hereunder shall not be subject to liquidation or exchange for the additional tax imposed under Section 409A, and any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement ambiguities herein shall be treated as a right interpreted to receive a series so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of separate payments and, accordingly, each installment any additional tax or income recognition before actual payment hereunder shall at all times be considered a separate and distinct payment.to Employee under Section 409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. In no event will Executive have discretion to determine the taxable year of payment of any Deferred Payments. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service or as a short-term deferral shall be excluded from described in Section 409A 4(c)(v) below. (iii) Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with or be exempt from the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be exempt or exchange so comply. The Company and Executive 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 before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any other benefit; provided, taxes that the foregoing clause shall not may 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 imposed on Executive as a limit related to the period in which the arrangement is in effect. (d) For purposes result of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the meaning of Section 409A. (aii) All provisions of this Agreement are intended to comply with Section 409A Any severance payments or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments benefits under this Agreement that may would be excluded considered Deferred Compensation Severance Benefits will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Employee’s separation from service, or, if later, such time as required by Section 409A either 4(g)(iii). Except as separation pay due required by Section 3(g)(iii), any installment payments that would have been made to an involuntary Employee during the sixty (60) day period immediately following Employee’s separation from service or as a short-term deferral but for the preceding sentence will be paid to Employee on the sixtieth (60th) day following Employee’s separation from service and the remaining payments shall be excluded from Section 409A made as provided in this Agreement. (iii) Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive if Employee is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Employee’s termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within the first six (6) months following Employee’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following Employee’s separation from service, but prior to the six (6) month anniversary of the separation from service, 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 schedule applicable to each payment or benefit. Each payment, installment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. To the extent necessary to comply with Section 409A, references to the termination of Employee’s employment with the Company or similar terms shall mean a “separation from service” within the meaning of Section 409A. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 above. It is the intent of this Agreement that all cash severance payments under Sections 4(a)(i) and 4(b)(i) will satisfy the requirements of the year following “short-term deferral” rule. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the year in which Treasury Regulations that does not exceed the expense is incurred, Section 409A Limit (iias defined below) will not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above. (vi) The foregoing provisions are intended to be exempt from or comply with the amount requirements of any such Section 409A so that none of the severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities or exchange ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions 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. In no event will the Company or any of its parent, subsidiaries or affiliates have any liability or obligation to reimburse, indemnify, or hold harmless Employee for any taxes, penalties, or interest imposed, or other benefit; providedcosts incurred, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to as a limit related to the period in which the arrangement is in effect. (d) For purposes result of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to the Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A (aii) All provisions of this Agreement are intended to comply with Section 409A Any severance payments or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments benefits under this Agreement that may would be excluded considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A either 8(c)(iii). Except as separation pay due required by Section 8(c)(iii), any installment payments that would have been made to an involuntary Executive during the sixty (60) day period immediately following Executive’s separation from service or as a short-term deferral but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be excluded from made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” (“Specified Employee”) within the meaning of Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service termination, then any Deferred Payments, which are otherwise due to be a “specified employee” for purposes of Section 409A(a)(2)(B)(iExecutive on or within the six (6) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of month period following Executive’s benefits shall not be provided to Executive prior to the earlier of termination will accrue during such six (i6) the expiration of the six- month period measured from and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s Separation separation from Service service or (ii) the date of the Executive’s death, if earlier. Upon All Deferred Payments, if any, will be payable in accordance with the expiration of the payment schedule applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to each payment or benefit. Each payment and benefit payable under this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed is intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such separate payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii1.409A-2(b)(2)), Executive’s right to receive installment payments . (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) will not constitute Deferred Payments for purposes of clause (i) above. (v) Amounts paid under the Agreement shall be treated that qualifies as a right payment made as a result of an involuntary separation from service pursuant to receive Treasury Regulation Section 1.409A-1(b)(9)(iii) that do not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of clause (i) above. For this purpose, “Section 409A Limit” means the lesser of two (2) times: (A) the Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Executive’s taxable year preceding the taxable year of the Executive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (B) the maximum amount that may be taken into account under a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentqualified plan pursuant to Code Section 401(a)(17) for the year in which Executive’s employment is terminated.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 7(c)(iv) below or resulting from an involuntary separation from service or as a short-term deferral shall be excluded from described in Section 409A 7(c)(v) below, to the maximum extent possible. Notwithstanding the foregoingpermitted pursuant to Section 409A. However, the Company makes no representations that the any severance payments and or benefits provided under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 7(c)(iii). Except as required by Section 7(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. If any payments or benefits would be considered Deferred Payments that are exempt from, or compliant with, Section 409A and in no event shall contingent on the Company or any delivery of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred a release by Executive on account and could occur in either of non-compliance with Section 409A.two calendar years, the payments or benefits will be provided in the later year. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date that is six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) Payments with respect to reimbursements of expenses or benefits or provision of fringe or other in-kind benefits shall be paid made on or reimbursed to Executive promptly, but in no event later than December 31 before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred, (ii) the . The amount of any such payments expenses or benefits eligible for reimbursement in one reimbursement, payment or provision during a calendar year shall not affect the payments expenses or expenses that are benefits eligible for reimbursement, payment or reimbursement provision in any other taxable calendar year, . (vii) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the payments and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange for desirable to avoid imposition of any other benefit; provided, that the foregoing clause shall not be violated with regard additional tax or income recognition before actual payment to expenses reimbursed Executive under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions of this Agreement are intended to comply with Section 409A Any severance payments or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments benefits under this Agreement that may would be excluded considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A either as separation pay due 8(c)(iii). Any installment payments that would have been made to an involuntary Executive during the sixty (60) day period immediately following Executive’s separation from service or as a short-term deferral but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be excluded from Section 409A made as provided in this Agreement. (iii) Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange for desirable to avoid imposition of any other benefit; provided, that the foregoing clause shall not be violated with regard additional tax or income recognition prior to expenses reimbursed actual payment to Executive under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service or as a short-term deferral shall be excluded from described in Section 409A 4(c)(v) below, to the maximum extent possible. Notwithstanding the foregoingpermitted pursuant to Section 409A. However, the Company makes no representations that the any severance payments and or benefits provided under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. If any payments or benefits would be considered Deferred Payments that are exempt from, or compliant with, Section 409A and in no event shall contingent on the Company or any delivery of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred a release by Executive on account and could occur in either of non-compliance with Section 409A.two calendar years, the payments or benefits will be provided in the later year. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date that is six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) Payments with respect to reimbursements of expenses or benefits or provision of fringe or other in-kind benefits shall be paid made on or reimbursed to Executive promptly, but in no event later than December 31 before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred, (ii) the . The amount of any such payments expenses or benefits eligible for reimbursement in one reimbursement, pay ment or provision during a calendar year shall not affect the payments expenses or expenses that are benefits eligible for reimbursement, payment or reimbursement provision in any other taxable calendar year, . (vii) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the payments and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange for desirable to avoid imposition of any other benefit; provided, that the foregoing clause shall not be violated with regard additional tax or income recognition before actual payment to expenses reimbursed Executive under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance payments or benefits specified herein and to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable or separation benefits provided to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A the severance payments or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments separation benefits provided under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 6(c)(iv), below, or resulting from an involuntary separation from service as described in Section 6(c)(v) below. In no event will Executive have discretion to determine the taxable year of payment of any Deferred Payment. Any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and separation benefits provided under this Agreement are exempt fromthat would be considered Deferred Payments will be paid on, or compliant within the case of installments, will commence on the Release Deadline Date or, if later, such time as required by Section 409A and in no event shall 6(c)(iii). Except as required by Section 6(c)(iii), any payments that would have been made to Executive during the Company or any of its affiliates fifty-two (52) day period immediately following Executive’s separation from service but for the preceding sentence will be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by paid to Executive on account of non-compliance with Section 409A.the Release Deadline Date and any remaining payments will be made as provided in this Agreement. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s separation from service (iother than due to death), then the Deferred Payments, if any, that are payable within the first six (6) such amounts shall months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be paid payable in accordance with the payment schedule applicable to each payment or reimbursed benefit. Notwithstanding anything herein to Executive promptlythe contrary, in the event of Executive’s death following Executive’s separation from service, but in no event later than December 31 before the six (6) month anniversary of the year following separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the year date of Executive’s death and all other Deferred Payments will be payable in which accordance with the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment schedule applicable to each payment or reimbursement benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in any other taxable yearSection 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of Section 6(c)(i), above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations but which does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of Section 6(c)(i), above. (vi) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A, such that none of the severance payments and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or exchange be exempt. The Company and Executive 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 before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any other benefit; providedtaxes that may be imposed on Executive as result of Section 409A, that the foregoing clause shall not be violated or otherwise under applicable law (including in connection with regard to expenses reimbursed under any arrangement covered by Section 105(b) equity award existing as of the Code solely because such expenses are subject Effective Date or hereafter awarded, or any payments or benefits to a limit related be provided or payable to the period in which the arrangement is in effectExecutive hereunder). (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. In no event will Executive have discretion to determine the taxable year of payment of any Deferred Compensation Separation Benefits. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute Deferred Compensation Separation Benefits but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service or as a short-term deferral shall be excluded from described in Section 409A 4(c)(v) below. (iii) Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Compensation Separation Benefits, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with or be exempt from the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be exempt or exchange so comply. The Company and Executive 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 before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any other benefit; provided, taxes that the foregoing clause shall not may 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 imposed on Executive as a limit related to the period in which the arrangement is in effect. (d) For purposes result of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no Deferred Payments will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions of this Agreement are intended to comply with Section 409A Any severance payments or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments benefits under this Agreement that may would be excluded considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A either 4(b)(iii). Except as separation pay due required by Section 4(b)(iii), any installment payments that would have been made to an involuntary Executive during the sixty (60) day period immediately following Executive’s separation from service or as a short-term deferral but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be excluded from Section 409A made as provided in this Agreement. In no event will Executive have discretion to determine the taxable year of payment for any Deferred Payments. (iii) Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s separation from service, will, to the extent required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, become payable on the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments. (vi) Any taxable reimbursements and/or taxable in-kind benefits provided in this Agreement shall be made or provided in accordance with the requirements of Section 409A, including: (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for expense reimbursement in one or in-kind benefit provided during a taxable year of the Executive shall not affect the payments or any expenses that are eligible for payment or reimbursement in any other taxable year, ; (ii) the reimbursement of an eligible expense shall be made no later than the last day of the employee’s taxable year that immediately follows the taxable year in which the expense was incurred; and (iii) Executive’s the right to any such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effectanother benefit or payment. (dvii) For purposes The foregoing provisions and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the requirements of Section 409A (includingso that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, without limitationand any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive 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 Executive under Section 409A. In no event will the Company reimburse Executive for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall any taxes that may be treated imposed on Executive as a right to receive a series result of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.Section 409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute “Deferred Payments” but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromthat would be considered Deferred Payments will be paid on, or compliant withor, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A and in no event shall 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the Company or any of its affiliates sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by paid to Executive on account of non-compliance with Section 409A.the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such amounts shall be paid reasonable actions which are necessary, appropriate or reimbursed desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive promptlyunder Section 409A. (vii) To the extent any reimbursement or in-kind benefit provided under this Agreement is a Deferred Payment (i) the amount of expenses eligible for reimbursement, but or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in no event later than December 31 any other taxable year; (ii) the reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense is was incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, ; and (iii) Executive’s the right to such payments reimbursement or reimbursement shall in-kind benefits is not be subject to liquidation or exchange for any other another benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this the Agreement: (a) All provisions of this , no severance pay or benefits to be paid or provided to the Executive, if any, pursuant to the Agreement that, when considered together with any other severance payments or separation benefits, are intended to comply with considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or an exemption therefrom and shall otherwise provided until the Executive has had a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Executive, if any, that otherwise would be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded exempt from Section 409A either as pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until the Executive has had a “separation pay due from service” within the meaning of Section 409A. Each payment and benefit payable under the Agreement is intended to an involuntary constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any severance payments or benefits under the Agreement that would be considered Deferred Payments will be paid or will commence on the sixtieth (60th) day following the Executive’s separation from service or as a short-term deferral shall be excluded from Section 409A (with the first payment equal to the maximum extent possible. Notwithstanding unpaid amounts of severance that accrued during the foregoingsixty (60) days following the Date of Termination), or, if later, such time as required by the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.next paragraph. (biii) If Notwithstanding anything to the contrary in the Agreement, if the Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of the Executive’s termination (iother than due to death), then the Deferred Payments that would otherwise have been payable within the first six (6) such amounts shall months following the Executive’s separation from service, will be paid on the first payroll date that occurs on or reimbursed to Executive promptlyafter the date six (6) months and one (1) day following the date of the Executive’s separation from service, but in no event later than December 31 seven months after the date of such separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Executive dies following the Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, 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 the Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. (iv) Any amount paid under the Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments. Any amount paid under the Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constituted Deferred Payments. For this purpose, the “Section 409A Limit” will mean two (2) times the lesser of: (i) the Executive’s annualized compensation based upon the annual rate of pay paid to him during the Executive’s taxable year following preceding her taxable year of her separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which the expense Executive’s separation from service occurred. (v) To the extent that the reimbursement of any expenses or the provision of any in-kind benefits pursuant to this Agreement is incurredsubject to Section 409A, (iii) the amount of any such payments expenses eligible for reimbursement in reimbursement, or in-kind benefits to be provided hereunder during any one calendar year shall not affect the payments or amount of such expenses that are eligible for payment reimbursement or reimbursement in-kind benefits to be provided hereunder in any other taxable calendar year; (ii) all such expenses eligible for reimbursement hereunder shall be paid to the Executive as soon as administratively practicable after any documentation required for reimbursement for such expenses has been submitted, but in any event by no later than December 31 of the calendar year following the calendar year in which such expenses were incurred; and (iii) the Executive’s right to receive any such payments reimbursements or reimbursement in-kind benefits shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (dvi) For purposes The foregoing provisions are intended to comply with the requirements of Section 409A (includingso that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right and any ambiguities herein will be interpreted to receive installment payments under so comply. Employer and the Executive agree to work together in good faith to consider amendments to the Agreement shall be treated as a right and to receive a series take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of separate payments and, accordingly, each installment any additional tax or income recognition prior to actual payment hereunder shall at all times be considered a separate and distinct payment.to the Executive under Section 409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no Deferred Payments will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions of this Agreement are intended to comply with Section 409A Any severance payments or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments benefits under this Agreement that may would be excluded considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A either 8(b)(iii). Except as separation pay due required by Section 8(b)(iii), any installment payments that would have been made to an involuntary Executive during the sixty (60) day period immediately following Executive’s separation from service or as a short-term deferral but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be excluded from Section 409A made as provided in this Agreement. In no event will Executive have discretion to determine the taxable year of payment for any Deferred Payments. (iii) Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s separation from service, will, to the extent required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, become payable on the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments. (vi) To the extent that any taxable reimbursements of expenses or in-kind benefits are provided, they shall be made in accordance with Section 409A, including, but not limited to the following provisions: (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for expense reimbursement in one or in-kind benefit provided during Executive’s taxable year shall not affect the payments or any expenses that are eligible for payment or reimbursement in any other taxable year, ; (ii) the reimbursement of the eligible expense shall be made no later than the last day of the Executive’s taxable year that immediately follows the taxable year in which the expense was incurred; and (iii) Executive’s the right to such payments or any reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effectanother benefit or payment. (dvii) For purposes The foregoing provisions and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the requirements of Section 409A (includingso that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, without limitationand any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive 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 Executive under Section 409A. In no event will the Company reimburse Executive for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall any taxes that may be treated imposed on Executive as a right to receive a series result of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.Section 409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement: (a) All provisions of this Agreement are intended , no severance payments or benefits payable to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoingExecutive, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromif any, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Internal Revenue Code Section 4.3(b409A (together, the “Deferred Payments”) shall will be paid in payable until Executive has a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensationseparation from service” within the meaning of Section 409A (i“Section 409A”) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following Internal Revenue Code of 1986, as amended (the year in which “Code”). Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the expense is incurred, meaning of Section 409A. (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the Any severance payments or expenses benefits under this Agreement that are eligible would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for payment or reimbursement the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in any other taxable year, and this Agreement. (iii) Further, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s right separation from service (other than due to such death), any Deferred Payments that otherwise are payable within the first six (6) months following Executive’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s death following Executive’s separation from service but prior to the six (6) month anniversary of Executive’s separation from service (or any later delay 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or reimbursement shall benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) above. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-l(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (v) The foregoing provisions are intended to comply with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or exchange be exempt. Executive and the Company agree to work together in good faith to consider amendments to the 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 Executive under Section 409A. In no event will the Company reimburse Executive for any other benefit; provided, taxes that the foregoing clause shall not may 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 in which the arrangement is in effect. (d) For purposes imposed on Executive as result of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (a) Notwithstanding any provision anything to the contrary in this Agreement: , no Severance Benefits to be paid or provided to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation (atogether, the “Deferred Payments”) All provisions not exempt under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder or any state law equivalent (collectively, “Section 409A”) will be paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. And for purposes of this Agreement are intended Agreement, any reference to comply with Section 409A “termination of employment,” “termination” or an exemption therefrom and any similar term shall be construed and administered in accordance with such intent. Any payments under to mean a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that may otherwise would be excluded exempt from Section 409A either as separation pay due pursuant to an involuntary Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service or as a short-term deferral shall be excluded from Section 409A to service” within the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any meaning of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive Notwithstanding anything to the contrary in this Agreement, if Employee is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Employee’s termination of employment (iother than due to death), then the Deferred Payments, if any, that are payable within the first six (6) such amounts shall months following Employee’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Payments, if any, will be paid payable in accordance with the payment schedule applicable to each payment or reimbursed benefit. Notwithstanding anything herein to Executive promptlythe contrary, if Employee dies following Employee’s separation from service, but in no event later than December 31 prior to the six (6) month anniversary of the year following separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the year date of Employee’s death and all other Deferred Payments will be payable in which accordance with the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment schedule applicable to each payment or reimbursement in any other taxable yearbenefit. Each payment, installment and (iii) Executive’s right benefit payable under this Agreement is intended to such payments or reimbursement shall not be subject to liquidation or exchange constitute a separate payment for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by purposes of Section 105(b1.409A-2(b)(2) of the Code solely because such expenses are subject Treasury Regulations. (c) Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations is not intended to a limit related to the period in which the arrangement is in effectconstitute Deferred Payments for purposes of clause (a) above. (d) For purposes Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A (including, without limitation, Limit is not intended to constitute Deferred Payments for purposes of clause (a) above. Any payment intended to qualify under this exemption must be made within the allowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulation Regulations. “Section 1.409A-2(b)(2)(iii))409A Limit” means two (2) times the lesser of: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of his separation from service as determined under Treasury Regulations Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto, Executiveor (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s right to receive installment payments under the 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 paymentseparation from service occurred.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this the Agreement: (a) All provisions of this , no severance pay or benefits to be paid or provided to Executive, if any, pursuant to the Agreement that, when considered together with any other severance payments or separation benefits, are intended to comply with considered deferred compensation under Code Section 409A and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or an exemption therefrom and shall otherwise provided until Executive has had a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, that otherwise would be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded exempt from Section 409A either as pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has had a “separation pay due from service” within the sf-3879486 meaning of Section 409A. Each payment and benefit payable under the Agreement is intended to an involuntary constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ii) Any severance payments or benefits under the Agreement that would be considered Deferred Payments will be paid or will commence on the sixtieth (60th) day following Executive’s separation from service or as a short-term deferral shall be excluded from Section 409A (with the first payment equal to the maximum extent possible. Notwithstanding unpaid amounts of severance that accrued during the foregoingsixty (60) days following the Date of Termination), or, if later, such time as required by the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.next paragraph. (biii) If Notwithstanding anything to the contrary in the Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (iother than due to death), then the Deferred Payments that would otherwise have been payable within the first six (6) such amounts shall months following Executive’s separation from service, will be paid on the first payroll date that occurs on or reimbursed to Executive promptlyafter the date six (6) months and one (1) day following the date of Executive’s separation from service, but in no event later than December 31 seven months after the date of such separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. (iv) Any amount paid under the Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments. Any amount paid under the Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constituted Deferred Payments. For this purpose, the “Section 409A Limit” will mean two (2) times the lesser of: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year following preceding the taxable year of Executive’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which Executive’s separation from service occurred. (v) To the expense extent that the reimbursement of any expenses or the provision of any in-kind benefits pursuant to this Agreement is incurredsubject to Section 409A, (iii) the amount of any such payments expenses eligible for reimbursement in reimbursement, or in-kind benefits to be provided hereunder during any one calendar year shall not affect the payments or amount of such expenses that are eligible for payment reimbursement or reimbursement in-kind benefits to be provided hereunder in any other taxable calendar year; (ii) all such expenses eligible for reimbursement hereunder shall be paid to Executive as soon as administratively practicable after any documentation required for reimbursement for such expenses has been submitted, but in any event by no later than December 31st of the calendar year following the calendar year in which such expenses were incurred; and (iii) Executive’s right to receive any such payments reimbursements or reimbursement in-kind benefits shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (dvi) For purposes The foregoing provisions are intended to comply with the requirements of Section 409A (includingso that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right and any ambiguities herein will be interpreted to receive installment payments under so comply. Employer and Executive agree to work together in good faith to consider amendments to the Agreement shall be treated as a right and to receive a series take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of separate payments and, accordingly, each installment any additional tax or income recognition prior to actual payment hereunder shall at all times be considered a separate and distinct payment.to Executive under Section 409A. sf-3879486

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no Deferred Payments will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 8(b)(iii). Except as required by Section 8(b)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions of and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the requirements of Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement so that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to none of the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the severance payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, provided hereunder will be subject to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a additional tax obligation imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such portion reasonable actions which are necessary, appropriate or desirable to avoid imposition of Executive’s benefits shall not be provided any additional tax or income recognition prior to actual payment to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code under Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (a) Notwithstanding any provision anything to the contrary in this Agreement: (a) All provisions of , no severance payments or benefits to be paid or provided to Employee, if any, under this Agreement that, when considered together with any other severance payments or separation benefits, are intended to comply with considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, under this Agreement that may otherwise would be excluded exempt from Section 409A either as separation pay due pursuant to an involuntary Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service or as a short-term deferral shall be excluded from Section 409A to service” within the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any meaning of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive It is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) intended that none of the Code, to the extent delayed commencement of any portion of the severance payments or benefits to which Executive is entitled under this Agreement is required will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in order 9(d) below or resulting from an involuntary separation from service as described in Section 9(e) below. In no event will Employee have discretion to avoid a prohibited distribution determine the taxable year of payment of any Deferred Payment. Any severance payments or benefits under Section 409A(a)(2)(B)(ithis Agreement that would be considered Deferred Payments will be paid on, or in the case of installments commence on, the sixty-first (61st) of the Code which would subject Executive to a tax obligation under Section 409Aday following Employee’s separation from service, or if later, such portion of Executivetime as required by Section 9(c). Except as required by Section 9(c), any payments that would have been made to Employee during the sixty (60) day period immediately following Employee’s benefits shall not be provided to Executive prior to separation from service but for the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall preceding sentence will be paid in a lump sum to Executive, Employee on the sixty-first (61st) day following Employee’s separation from service and any remaining payments due under the Agreement shall will be paid made as otherwise provided hereinin this Agreement. (c) Any reimbursements payable to Executive pursuant Notwithstanding anything to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with contrary in this Agreement, if Employee is a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensationspecified employee” within the meaning of Section 409A at the time of Employee’s separation from service (iother than due to death), then the Deferred Payments, if any, that are payable within the first six (6) such amounts shall months following Employee’s separation from service, will become payable on the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Payments, if any, will be paid payable in accordance with the payment schedule applicable to each payment or reimbursed benefit. Notwithstanding anything herein to Executive promptlythe contrary, in the event of Employee’s death following Employee’s separation from service, but in no event later than December 31 before the six (6) month anniversary of the year following separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the year date of Employee’s death and all other Deferred Payments will be payable in which accordance with the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment schedule applicable to each payment or reimbursement in any other taxable year, benefit. Each payment and (iii) Executive’s right benefit payable under this Agreement is intended to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed constitute a separate payment under any arrangement covered by Section 105(b1.409A-2(b)(2) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effectTreasury Regulations. (d) For Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of Section 9(a) above. (e) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (including, without limitation, as defined below) will not constitute Deferred Payments for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right 9(a) above. (f) The foregoing provisions are intended to receive installment comply with or be exempt from the requirements of Section 409A so that none of the payments and benefits to be provided under the Agreement shall will be treated subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be exempt. 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 before actual payment to Employee under Section 409A. In no event will the Company reimburse Employee for any taxes that may be imposed on Employee as a right to receive a series result of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.Section 409A.

Section 409A. 3.1. Notwithstanding any provision anything to the contrary contained herein, in this Agreement: the event that the Executive is deemed to be a Key Employee, distribution of any amounts that constitute “deferred compensation” payable to a Key Employee on account of termination of employment, shall not be made before six months after the Date of Termination or the Key Employee’s death, if earlier (a) All provisions the “Six Month Limitation”). At the end of this Agreement are intended to comply with Section 409A or an exemption therefrom and such six-month period, payments that would have been made but for the Six Month Limitation shall be construed and administered paid in accordance with such intenta lump sum, without interest, on the first day of the seventh month following the Key Employee’s Date of Termination. Any payments under this Agreement that may be excluded Notwithstanding the Six Month Limitation, if any amounts of “deferred compensation” payable to a Key Employee due to his “separation from Section 409A either as service” constitute “separation pay due to only upon an involuntary separation from service service” within the meaning of Section 409A of the Code (“Separation Pay”), then all or as a shortportion of such Separation Pay, up to two times the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the termination of employment occurs, whether paid under this Agreement or otherwise, may be paid to the Key Employee during the six-term deferral month period following the Date of Termination. To the extent that any payments of Separation Pay above the Six Month Limitation constitute insurance premiums (other than medical) or similar payments or Other Benefits, the Key Employee shall pay such amounts during such six month period and the Company shall reimburse the Key Employee for such payments, without interest, on the first day of the seventh month following the Date of Termination. 3.2. The parties hereto intend that this Agreement shall be excluded from in compliance with Section 409A to of the maximum extent possibleCode and this Agreement shall be interpreted consistent therewith. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates not be liable for all or any portion of any taxes, penalties, interest or other expenses costs that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution arise under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service 409A or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided hereinotherwise. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) shall be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may shall constitute “Deferred Payments” but rather shall be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 9(c)(iv) below or resulting from an involuntary separation from service as described in Section 9(c)(v) below. However, any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates that would be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) considered Deferred Payments shall be paid on, or, in a lump sum to the case of installments, shall not commence until, the sixtieth (60th) day following Executive’s separation from service, and or, if later, such time as required by Section 9(c)(iii). Except as required by Section 9(c)(iii), any remaining installment payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable that would have been made to Executive pursuant to during the Agreement sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence shall be paid to Executive no later than 30 days after Executive provides on the Company with a written request for reimbursement, sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the extent that any such reimbursements are deemed to constitute contrary in this Agreement, if Executive is a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, shall become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, shall be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph shall be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments shall be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of clause (i) such amounts above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall be not constitute Deferred Payments for purposes of clause (i) above. “Section 409A Limit” means the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid or reimbursed to Executive promptlyduring the Executive’s taxable year preceding the Executive’s taxable year of Executive’s termination of employment as determined under, but in no event later than December 31 and with such adjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the year following Code for the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement employment is in effectterminated. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.

Section 409A. 3.1. Notwithstanding any provision anything to the contrary contained herein, in this Agreement: the event that the Executive is deemed to be a Key Employee, distribution of any amounts that constitute “deferred compensation” payable to a Key Employee on account of termination of employment, shall not be made before six months after the Date of Termination or the Key Employee’s death, if earlier (a) All provisions the “Six Month Limitation”). At the end of this Agreement are intended to comply with Section 409A or an exemption therefrom and such six-month period, payments that would have been made but for the Six Month Limitation shall be construed and administered paid in accordance with such intenta lump sum, without interest, on the first day of the seventh month following the Key Employee’s Date of Termination. Any payments under this Agreement that may be excluded Notwithstanding the Six Month Limitation, if any amounts of “deferred compensation” payable to a Key Employee due to his “separation from Section 409A either as service” constitute “separation pay due to only upon an involuntary separation from service service” within the meaning of Section 409A of the Code (“Separation Pay”), then all or as a shortportion of such Separation Pay, up to two times the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the termination of employment occurs, whether paid under this Agreement or otherwise, may be paid to the Key Employee during the six-term deferral month period following the Date of Termination. To the extent that any payments of Separation Pay above the Six Month Limitation constitute insurance premiums (other than medical) or similar payments or Other Benefits, the Key Employee shall pay such amounts during such six month period and the Company shall reimburse the Key Employee for such payments, without interest, on the first day of the seventh month following the Date of Termination. 3.2. The parties hereto intend that this Agreement shall be excluded from in compliance with Section 409A to of the maximum extent possibleCode and this Agreement shall be interpreted consistent therewith. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates not be liable for all or any portion of any taxes, penalties, interest or other expenses costs that may be incurred by Executive on account arise under Section 409A or otherwise. 3.3. In the event that payments are made under Sections 4 and 5 of non-compliance with this Agreement and such payments would not satisfy the requirements under Section 409A. 409A (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(ia)(2)(A)(v) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, then all payments deferred pursuant to made under Sections 4 and 5 of this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid treated as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with payments made as a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” result of a separation from service within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) Code. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement Code each payment 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 payment.

Section 409A. (a) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code (as defined below) Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a Separation from Service. (ab) All provisions of this Agreement are intended to comply with Section 409A Any severance payments or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments benefits under this Agreement that may would be excluded considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s Separation from Service, or, if later, such time as required by Section 13(c). Except as required by Section 13(c), and as discussed under Section 8(h), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s Separation from Service and the remaining payments shall be made as provided in this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s termination (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(iService, will become payable on the first payroll date that occurs on or after the date six (6) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(imonths and one (1) of the Code which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from day following the date of Executive’s Separation from Service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s Separation from Service, but prior to the six (6) month anniversary of the Separation from Service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (d) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of subsection (a) above. (e) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary Separation from Service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of subsection (a) above. (f) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive 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 Executive under Section 409A. (g) For purposes of this Agreement, “Section 409A Limit” will mean two (2) times the lesser of: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Executive’s taxable year preceding the Executive’s taxable year of his or his Separation from Service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the date of Executive’s death. Upon the expiration maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effectSeparation from Service occurred. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) shall be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute “Deferred Payments” but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates that would be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) considered Deferred Payments shall be paid on, or, in a lump sum to the case of installments, shall not commence until, the 61st day following Executive’s separation from service, and or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any remaining installment payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable that would have been made to Executive pursuant to during the Agreement 60 day period immediately following Executive’s separation from service but for the preceding sentence shall be paid to Executive no later than 30 days after Executive provides on the Company with a written request for reimbursement, 61st day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the extent that any such reimbursements are deemed to constitute contrary in this Agreement, if Executive is a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A at the time of Executive’s termination (i) such amounts other than due to death), then the Deferred Payments, if any, that are payable within the first six months following Executive’s separation from service, shall become payable on the first payroll date that occurs on or after the date six months and one day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, shall be paid payable in accordance with the payment schedule applicable to each payment or reimbursed benefit. Notwithstanding anything herein to the contrary, if Executive promptlydies following Executive’s separation from service, but in no event later than December 31 before the six month anniversary of the year following separation from service, then any payments delayed in accordance with this paragraph shall be payable in a lump sum as soon as administratively practicable after the year date of Executive’s death and all other Deferred Payments shall be payable in which accordance with the expense payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is incurred, intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iiiv) Any amount paid under this Agreement that satisfies the amount requirements of any such payments eligible for reimbursement the “short-term deferral” rule set forth in one year Section 1.409A-1(b)(4) of the Treasury Regulations shall not affect constitute Deferred Payments for purposes of Section 4(c)(i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the payments or expenses Treasury Regulations that are eligible for payment or reimbursement in any other taxable year, and does not exceed the Section 409A Limit (iiias defined below) Executive’s right to such payments or reimbursement shall not constitute Deferred Payments for purposes of Section 4(c)(i)above. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder shall be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered tax obligations incurred by Section 105(b) Executive as a result of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes application of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. Notwithstanding anything in Section 4(a) to the contrary, any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or if later, (A) with respect to severance payments or benefits payable under Sections 3(a)(ii), (iii) or (v), if Executive’s termination date occurs within the Change of Control Period but prior to the closing of the Change of Control, on the date of the closing of the Change of Control, or (B) such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any lump sum or installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following his or her separation from service and the remaining payments will be made as provided in this Agreement. In no event will Executive have discretion to determine the taxable year of payment of any Deferred Payments. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service or as a short-term deferral shall be excluded from described in Section 409A 4(c)(v) below. (iii) Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with or be exempt from the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be exempt or exchange so comply. The Company and Executive 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 before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any other benefit; provided, taxes that the foregoing clause shall not may 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 imposed on Executive as a limit related to the period in which the arrangement is in effect. (d) For purposes result of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. In no event will Executive have discretion to determine the taxable year of payment of any Deferred Payments. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service or as a short-term deferral shall be excluded from described in Section 409A 4(c)(v) below. (iii) Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with or be exempt from the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be exempt or exchange so comply. The Company and Executive 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 before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any other benefit; provided, taxes that the foregoing clause shall not may 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 imposed on Executive as a limit related to the period in which the arrangement is in effect. (d) For purposes result of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay, separation benefits or other amounts paid to be paid or provided to Executive on a termination of employment, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 7(c)(iv) below or resulting from an involuntary separation from service as described in Section 7(c)(v) below. However, any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromthat would be considered Deferred Payments will be paid on, or compliant withor, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A and in no event shall 7(c)(iii). Except as required by Section 7(c)(iii), any installment payments that would have been made to Executive during the Company or any of its affiliates sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by paid to Executive on account of non-compliance with Section 409A.the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such amounts shall be paid reasonable actions which are necessary, appropriate or reimbursed desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive promptlyunder Section 409A. (vii) To the extent any reimbursement or in-kind benefit provided under this Agreement is a Deferred Payment (i) the amount of expenses eligible for reimbursement, but or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in no event later than December 31 any other taxable year; (ii) the reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense is was incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, ; and (iii) Executive’s the right to such payments reimbursement or reimbursement shall in-kind benefits is not be subject to liquidation or exchange for any other another benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromthat would be considered Deferred Payments will be paid on, or compliant withor, in the case of installments, will not commence until the sixtieth (60th) day following Executive’s separation from service or, if later, such time as required by Section 409A and in no event shall 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the Company or any of its affiliates sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by paid to Executive on account of non-compliance with Section 409A.the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) Payments with respect to reimbursements of expenses or benefits or provision of fringe or other in-kind benefits shall be paid made on or reimbursed to Executive promptly, but in no event later than December 31 before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred, (ii) the . The amount of any such payments expenses or benefits eligible for reimbursement in one reimbursement, payment or provision during a calendar year shall not affect the payments expenses or expenses that are benefits eligible for reimbursement, payment or reimbursement provision in any other taxable calendar year, . (vii) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that are necessary, appropriate or exchange for desirable to avoid imposition of any other benefit; provided, that the foregoing clause shall not be violated with regard additional tax or income recognition before actual payment to expenses reimbursed Executive under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions If Executive is a “key employee,” as defined in Section 416(i) of this Agreement are intended the Code (without regard to comply with paragraph 5 thereof), except to the extent permitted under Section 409A of the Code, no benefit or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement payment that may be excluded from is subject to Section 409A either as of the Code (after taking into account all applicable exceptions to Section 409A of the Code, including but not limited to the exceptions for short-term deferrals and for “separation pay due to only upon an involuntary separation from service or as a short-term deferral service”) shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided made under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance the Executive’s “separation from service” as defined in Section 409A of the Code, with Section 409A.the Company until the later of the date prescribed for payment in this Agreement and the first day of the seventh calendar month that begins after the date of the Executive’s separation from service (or, if earlier, the date of death of the Executive). (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for For purposes of Section 409A(a)(2)(B)(i) 409A of the CodeCode (including, to the extent delayed commencement of any portion but not limited to, application of the benefits to which Executive is entitled exceptions for short-term deferrals and for “separation pay only upon involuntary separation from service”), each payment provided for under this Agreement is required in order to avoid hereby designated as a prohibited distribution under Section 409A(a)(2)(B)(i) separate payment, rather than a part of the Code which would subject Executive to a tax obligation under Section 409A, such portion larger single payment or one of Executive’s benefits shall not be provided to Executive prior to the earlier a series of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided hereinpayments. (c) Any reimbursements payable amount that Executive is entitled to Executive pursuant to the be reimbursed under this Agreement shall will be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, but as promptly as practicable and in no any event not later than December 31 the last day of the calendar year following after the calendar year in which the expense is expenses to be reimbursed are incurred, (ii) and the amount of any such payments the expenses eligible for reimbursement during any calendar year. In addition, any such reimbursement payments described in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement this Section shall not be subject to liquidation or exchange for any other payment or benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of In the event that Executive is required to execute a release to receive any payments from the Company that constitute nonqualified deferred compensation under Section 409A of the Code, payment of such amounts shall not commence until the sixtieth (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), 60th) day following Executive’s right to receive separation from service with the Company. Any installment payments under the Agreement suspended during such sixty (60) day period shall be treated paid as a right to receive a series single lump sum payment on the first payroll date following the end of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentsuch suspension period.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement: (a) All provisions of this Agreement are intended , no severance payments or benefits payable to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoingExecutive, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromif any, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Internal Revenue Code Section 4.3(b409A (together, the “Deferred Payments”) shall will be paid in payable until Executive has a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensationseparation from service” within the meaning of Section 409A (i“Section 409A”) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following Internal Revenue Code of 1986, as amended (the year in which “Code”). Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1. 409A‑1(b)(9) will be payable until Executive has a “separation from service” within the expense is incurred, meaning of Section 409A. (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the Any severance payments or expenses benefits under this Agreement that are eligible would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for payment or reimbursement the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in any other taxable year, and this Agreement. (iii) Further, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s right separation from service (other than due to such death), any Deferred Payments that otherwise are payable within the first six (6) months following Executive’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s death following Executive’s separation from service but prior to the six (6) month anniversary of Executive’s separation from service (or any later delay 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or reimbursement shall benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) above. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (v) The foregoing provisions are intended to comply with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or exchange be exempt. Executive and the Company agree to work together in good faith to consider amendments to the 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 Executive under Section 409A. In no event will the Company reimburse Executive for any other benefit; provided, taxes that the foregoing clause shall not may 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 in which the arrangement is in effect. (d) For purposes imposed on Executive as result of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions of this Agreement are intended to comply with Section 409A Any severance payments or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments benefits under this Agreement that may would be excluded considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A either 6(c)(iii). Except as separation pay due required by Section 6(c)(iii), any installment payments that would have been made to an involuntary Executive during the sixty (60) day period immediately following Executive’s separation from service or as a short-term deferral but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be excluded from Section 409A made as provided in this Agreement. (iii) Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange for desirable to avoid imposition of any other benefit; provided, that the foregoing clause shall not be violated with regard additional tax or income recognition prior to expenses reimbursed actual payment to Executive under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (a) All provisions of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement The Company intends that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the all payments and benefits provided under this Agreement or otherwise are exempt from, or compliant comply with, the requirements of Section 409A so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms in no event shall this Agreement will be interpreted in accordance with this intent. No Deferred Payments will be paid or otherwise provided pursuant to this Agreement until Executive has a “separation from service” within the Company meaning of Section 409A. To the extent required to be exempt from or any comply with Section 409A, references to the termination of its affiliates be liable for all Executive’s employment or any portion similar phrases used in this Agreement will mean Executive’s “separation from service” within the meaning of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Notwithstanding any provisions to the contrary in this Agreement, if Executive is deemed a “specified employee” within the meaning of Section 409A at the time of Executive’s Separation separation from Service service (other than due to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Codedeath), to the extent delayed commencement of then any portion of the payments or benefits to which Executive is entitled under this Agreement is required that constitute Deferred Payments payable within the first six (6) months after Executive’s separation from service instead will be payable on the date six (6) months and one (1) day after Executive’s separation from service; provided that in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A, such portion event of Executive’s benefits shall not death within such six (6) month period, any payments delayed by this Section 13(b) will be provided paid to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) in a lump sum as soon as administratively practicable after the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to To the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A (i) such amounts shall be paid or reimbursed to Executive promptly, is not a specified employee but in no event later than December 31 of Executive’s Qualifying Termination occurs at a time during the year whereby the Release Deadline Date will occur in the year immediately following the year in which the expense is incurredQualifying Termination occurs, (ii) the amount of then any such payments eligible for reimbursement in one year shall not affect the payments or expenses benefits under this Agreement that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not constitute Deferred Payments that otherwise would be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related payable prior to the period in which Release Deadline Date instead will be paid on the arrangement is in effectRelease Deadline Date. (dc) For purposes The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A (includingor to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, without limitationinstallment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2)(iii1.409A-2(b)(2)), . In no event will Executive have any discretion to choose Executive’s right taxable year in which any payments or benefits are provided under this Agreement. In no event will the Company Group or any affiliate of the Company Group have any responsibility, liability or obligation to receive installment payments under the Agreement shall reimburse, indemnify or hold harmless Executive for any taxes, penalties or interest that may be treated imposed, or other costs that may be incurred, as a right to receive a series result of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.Section 409A.

Section 409A. (a) Notwithstanding any provision anything to the contrary in this Agreement: , no Deferred Payments (a) All provisions of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(bdefined below) shall be paid in payable until Executive has a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (ithe "Code") such amounts and the final regulations and official guidance thereunder ("Section 409A"), Similarly, no severance payable to Executive, if any, pursuant to this Agreement that would otherwise be exempt from Section 409 pursuant to Treasury Regulation Section 1.409A-l(b)(9) shall be payable until Executive has a "separation from service" within the meaning of Section 409A, (b) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid or reimbursed on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive's separation from service, or, if later, such time as required by Section 20(c). Any installment payments that would have been made to Executive promptly, during the sixty (60) day period immediately following Executive's separation from service but in no event later than December 31 of for the year preceding sentence will be paid to Executive on the sixtieth (60th) day following the year Executive's separation from service and the remaining payments shall be made as provided in which this Agreement. (c) Further, if Executive is a "specified employee" within the expense is incurredmeaning of Section 409A at the time of Executive's separation from service (other than due to death), (ii) and the amount of severance payments and benefits payable to Executive, if any, pursuant to the Agreement, when considered together with any such payments eligible for reimbursement in one year shall not affect the other severance payments or expenses separation benefits, are considered deferred compensation under Section 409A (together, the "Deferred Payments"), such Deferred Payments that are eligible for otherwise payable within the first six (6) months following Executive's separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive's separation from service, All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or reimbursement benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive's separation from service but prior to the six (6) month anniversary of Executive's separation from service (or any later delay date), then any payments delayed in any accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive's death and all other taxable year, Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and (iii) Executive’s right benefit payable under the Agreement is intended to such payments or reimbursement shall not be subject to liquidation or exchange constitute a separate payment for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by purposes of Section 105(b1.409A-2(b)(2) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect.Treasury Regulations, (d) For purposes Any amount paid under this Agreement that satisfies the requirements of the "short-term deferral" rule set forth in Section 409A (including, without limitation, 1.409A-l(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment Agreement. Any severance payment hereunder shall at all times be considered a separate and distinct payment.that qualifies as

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409 A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromthat would be considered Deferred Payments will be paid on, or compliant withor, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A and in no event shall 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the Company or any of its affiliates sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by paid to Executive on account of non-compliance with Section 409A.the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six (6) month anniversary of the separation from service, 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 Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1,409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409 A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-l(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above. (vi) The foregoing provisions are intended to comply with the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange for desirable to avoid imposition of any other benefit; provided, that the foregoing clause shall not be violated with regard additional tax or income recognition before actual payment to expenses reimbursed Executive under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) shall be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1(b)(9) shall be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute “Deferred Payments” but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates that would be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) considered Deferred Payments shall be paid on, or, in a lump sum to the case of installments, shall not commence until, the 61st day following Executive’s separation from service, and or, if later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any remaining installment payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable that would have been made to Executive pursuant to during the Agreement 60 day period immediately following Executive’s separation from service but for the preceding sentence shall be paid to Executive no later than 30 days after Executive provides on the Company with a written request for reimbursement, 61st day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the extent that any such reimbursements are deemed to constitute contrary in this Agreement, if Executive is a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A at the time of Executive’s termination (i) such amounts other than due to death), then the Deferred Payments, if any, that are payable within the first six months following Executive’s separation from service, shall become payable on the first payroll date that occurs on or after the date six months and one day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, shall be paid payable in accordance with the payment schedule applicable to each payment or reimbursed benefit. Notwithstanding anything herein to the contrary, if Executive promptlydies following Executive’s separation from service, but in no event later than December 31 before the six month anniversary of the year following separation from service, then any payments delayed in accordance with this paragraph shall be payable in a lump sum as soon as administratively practicable after the year date of Executive’s death and all other Deferred Payments shall be payable in which accordance with the expense payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is incurred, intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. (iiiv) Any amount paid under this Agreement that satisfies the amount requirements of any such payments eligible for reimbursement the “short-term deferral” rule set forth in one year Section 1.409A-1(b)(4) of the Treasury Regulations shall not affect constitute Deferred Payments for purposes of Section 4(c)(i) above. (v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the payments or expenses Treasury Regulations that are eligible for payment or reimbursement in any other taxable year, and does not exceed the Section 409A Limit (iiias defined below) Executive’s right to such payments or reimbursement shall not constitute Deferred Payments for purposes of Section 4(c)(i)above. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder shall be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or exchange desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered tax obligations incurred by Section 105(b) Executive as a result of the Code solely because such expenses are subject to a limit related to the period in which the arrangement is in effect. (d) For purposes application of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement:, no severance pay or benefits payable upon separation that is payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation (together, the “Deferred Payments”) under Section 409A of the Internal Revenue Code, as amended (the “Code”) and the final regulations and official guidance thereunder (“Section 409A”) will be payable until Executive has a “separation from service” within the meaning of Section 409A. (aii) All provisions It is intended that none of this Agreement are intended to comply with Section 409A or an exemption therefrom and shall be construed and administered in accordance with such intent. Any the severance payments under this Agreement that may will constitute Deferred Payments but rather will be excluded exempt from Section 409A either as separation pay due to a payment that would fall within the “short-term deferral period” or resulting from an involuntary separation from service each as described in Section 10(c)(iv) below. However, any severance payments or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt fromthat would be considered Deferred Payments will be paid on, or compliant withor, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 409A and in no event shall 10(c)(iii). Except as required by Section 10(c)(iii), any installment payments that would have been made to Executive during the Company or any of its affiliates sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by paid to Executive on account of non-compliance with Section 409A.the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. (biii) If Notwithstanding anything to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of his termination (iother than due to death), then the Deferred Payments, if any, that are payable within the first six (6) such amounts shall months following his separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following his separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this Section 10(c) will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment, installment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes herein. Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes herein. (v) For purposes of this Agreement, “Section 409A Limit” means the lesser of two (2) times: (x) Executive’s annualized compensation based upon the annual rate of pay paid to Executive promptlyduring Executive’s taxable year preceding Executive’s taxable year of Executive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto, but in no event later than December 31 or (y) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the year following Code for the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period in which the arrangement employment is in effectterminated. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.

Section 409A. (i) Notwithstanding any provision anything to the contrary in this Agreement: (a) All provisions of , no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are intended considered deferred compensation under Code Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. To the extent necessary to be exempt from or comply with Section 409A 409A, references to Termination Date, termination of Employment, or an exemption therefrom and shall be construed and administered similar phrases used in accordance with such intent. this Agreement will mean Executive’s “separation from service” within the meaning of Section 409A. (ii) Any severance payments or benefits under this Agreement that may would be excluded considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixty‑fifth (65th) day following Executive’s separation from service, or, if later, at such time as required by subsection (iii) below, with the exception that any Prorated Bonus Amount payable under this Agreement will be paid as provided in Section 409A either 5(a)(ii), or, if later, at such time as separation pay due required by subsection (iii) below. Except as required by subsection (iii) below, any Deferred Payments that are installment payments that would have been made to an involuntary Executive during the sixty-five (65) day period immediately following Executive’s separation from service or as a shortbut for the preceding sentence will be paid to Executive on the sixtieth-term deferral fifth (65th) day following Executive’s separation from service and the remaining payments shall be excluded from Section 409A made as provided in this Agreement. (iii) Notwithstanding anything to the maximum extent possible. Notwithstanding the foregoingcontrary in this Agreement, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. (b) If if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which 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 which would subject Executive to a tax obligation under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(b) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. (c) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A at the time of Employment termination (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this subsection (iii) will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of subsection (i) such amounts shall be above. (v) Any amount paid or reimbursed under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Executive promptly, but in no event later than December 31 Section 1.409A-1(b)(9)(iii) of the year following Treasury Regulations that does not exceed the year in which Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of subsection (i) above. (vi) The foregoing provisions are intended to comply with the expense is incurred, (ii) requirements of Section 409A so that none of the amount of any such severance payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right benefits to such payments or reimbursement shall not be provided hereunder will be subject to liquidation the additional tax imposed under Section 409A, and any ambiguities or exchange ambiguous terms herein will be interpreted to so comply. The Company and Executive 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 Executive under Section 409A. In no event will the Company have any liability or obligation to reimburse, indemnify, or hold harmless Executive for any taxes, penalties, or fees imposed, or other benefit; providedcosts incurred, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to as a limit related to the period in which the arrangement is in effect. (d) For purposes result of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the 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 payment.409A.