Common use of Section 409A Clause in Contracts

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

Section 409A. (a) a. This Agreement is intended to comply with Section 409A of the Code, as amended (“Section 409A”) and shall be interpreted to avoid construed accordingly. It is the imposition intention of any additional taxes the parties that payments or benefits payable under Code section 409A. If any payment or benefit canthis Agreement not be provided subject to the additional tax or made at interest imposed pursuant to Section 409A. To the time specified herein without incurring additional taxes under Code section extent such potential payments or benefits are or could become subject to Section 409A, then the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such benefit tax or payment shall be provided in full at the earliest time thereafter when such sanctions will not be interest being imposed. The preceding provisions; provided, however, that no such amendment shall not materially increase the cost to, or impose any liability on Heska with respect to any benefits contemplated or provided hereunder. Executive shall, at the request of Heska, take any reasonable action (or refrain from taking any action), required to comply with any correction procedure promulgated pursuant to Section 409A. b. If a payment that could be construed as a guarantee by the Company of any particular tax effect to Executive made under this Agreement. For purposes Agreement would be subject to additional taxes and interest under ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ in its sole discretion may accelerate some or all of Code section 409Aa payment otherwise payable under the Agreement to the time at which such amount is includible in the income of Executive, each provided that such acceleration shall only be permitted to the extent permitted under Treasury Regulation § 1.409A-3(j)(4)(vii) and the amount of such acceleration does not exceed the amount permitted under Treasury Regulation § 1.409A-3(j)(vii). c. No payment to be made under this Agreement shall be treated as made at a separate time earlier than that provided for in this Agreement unless such payment is (i) an acceleration of payment permitted to be made under Treasury Regulation § 1.409A-3(j)(4) or (ii) a payment that would otherwise not be subject to additional taxes and the interest under Section 409A. d. The right to a series of installment payments under each payment described in this Agreement shall be treated as a right to a series of separate payments. In no event may payments and a separately identifiable payment for purposes of Section 409A. e. For purposes of Section 6 of this Agreement, “termination” (or any similar term) when used in reference to Executive’s employment shall mean “separation from service” with Heska within the Executivemeaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder, directly or indirectlyand Executive shall be considered to have terminated employment with Heska when, designate and only when, Executive incurs a “separation from service” with Heska within the calendar year meaning of paymentSection 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder. (bf. If Executive qualifies as a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions Code and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if would receive any payment of the Excess Amount under this Agreement is required to be delayed for a period of sooner than six (6) months after Executive’s separation from service that, absent the application of this Section 19(f), would be subject to additional tax imposed pursuant to Code section 409ASection 409A as a result of such status as a specified employee, then notwithstanding anything in this Agreement to such payment shall instead be payable on the contrary, payment date that is the earliest of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10i) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the months after Executive’s estate within sixty separation from service, (60ii) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, or (iii) such other date as determined by the Board, will not result in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.such payment being subject to such additional tax.

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

Section 409A. (a) This The compensation and benefits under this Agreement shall are intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated and other official guidance issued thereunder (collectively, “Section 409A”), and this Agreement will be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. a manner consistent with that intent. (b) The preceding provisions, however, shall not be construed as a guarantee by the Company FII of any particular tax effect to the Executive under this Agreement. For purposes of Code section 409A, each FII shall not be liable to the Executive for any payment made under this Agreement shall be treated as a separate that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment and the right to a series of installment payments made under this Agreement as an amount includible in gross income under Section 409A. (c) References to “termination of employment” and similar terms used in this Agreement mean, to the extent necessary to comply with Section 409A, the date that the Executive first incurs a “separation from service” within the meaning of Section 409A. (d) To the extent any reimbursement provided under this Agreement is includable in the Executive’s income, such reimbursements shall be treated as paid to the Executive not later than December 31st of the year following the year in which the Executive incurs the expense and the amount of reimbursable expenses provided in one year shall not increase or decrease the amount of reimbursable expenses to be provided in a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of paymentsubsequent year. (be) To Notwithstanding anything in this Agreement to the maximum extent permitted under Code section contrary, if at the time of the Executive’s separation from service with FII the Executive is a “specified employee” as defined in Section 409A, the cash severance payments and any payment payable under this Agreement are intended as a result of such separation from service is required to comply be delayed by six months pursuant to Section 409A, then FII will make such payment on the date that is six months following the Executive’s separation from service with FII. The amount of such payment will equal the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with sum of the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable payments that would have been paid to the Executive during the six-month period immediately following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if had the payment commenced as of the Excess Amount such date. Each payment under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed designated as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employeeseparate payment” under Code section 409A, as determined by within the Board, in its sole discretion. The determination meaning of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and Section 409A.

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

Section 409A. (a) This Without limiting the generality of Section 7.6, the parties intend for the payments and benefits under this Agreement to be exempt from Section 409A or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and intend that this Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section 409A. construed and administered in accordance with such intention. If any payment payments or benefit cannot be provided benefits due to Executive hereunder would cause the application of an accelerated or made at the time specified herein without incurring additional taxes tax under Code section Section 409A, then such benefit payments or payment benefits shall be provided restructured in full at a mutually agreed upon manner that to the earliest time thereafter when extent possible preserves the economic benefit and original intent thereof but does not cause such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreementan accelerated or additional tax. For purposes of Code section the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate paymentscompensation. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of Without limiting the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement contained herein to the contrary, payment of such amount shall to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A amounts that would otherwise be delayed as required by Code section 409A, payable and the accumulated postponed amount shall benefits that would otherwise be paid in a lump sum payment within ten (10) days after the end of provided pursuant to this Agreement during the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A immediately following Executive’s separation from service shall instead be paid to on the personal representative of the Executive’s estate within sixty (60) days first business day after the date of the that is six (6) months following Executive’s termination date (or death, if earlier). A “key employee” shall mean an employee whoIn the event that any payment under this Agreement may be made in two calendar years, at any time during the 12-month period ending depending on the identification datetiming of execution of a release, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, such payment shall be made in the later calendar year, to the extent required by Section 409A. Notwithstanding anything to the Board contrary in this Agreement, all (A) reimbursements and (B) in-kind benefits provided under this Agreement shall be made or provided in accordance with the provisions requirements of Code sections 416(iSection 409A, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and 409A.(z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

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

Section 409A. The Company and Executive each hereby affirm that it is their mutual view that the provision of payments and benefits described or referenced herein are exempt from or in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (a“Section 409A”) This Agreement and that each party’s tax reporting shall be interpreted to avoid completed in a manner consistent with such view. The Company and Executive each agree that upon the imposition Separation Date, Executive will experience a “separation from service” for purposes of any additional taxes Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment Section 409A shall be provided in full at paid under the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreementapplicable exception. For purposes of Code section the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and the right benefits that would otherwise be provided pursuant to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period immediately following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his Separation Date separation from service shall instead be paid on the first business day after the date that is six months following the Separation Date (or death, if earlier). Notwithstanding anything to the contrary in this Agreement, all reimbursements and if payment of the Excess Amount in-kind benefits provided under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 409A, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Neither the Company nor its affiliates shall be liable in any manner for any federal, state or local income or excise taxes (including without limitation any taxes under Section 409A), or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder or the inclusion of any such compensation or benefits or the value thereof in Executive’s income. Executive acknowledges and agrees that the Company shall not be responsible for any additional taxes or penalties resulting from the application of Section 409A.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount Award is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii“short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) or any successor provision; providedand, however, any amount payable to the Executive during maximum extent permitted, this Agreement shall be construed and administered consistent with such intent. Notwithstanding anything contained herein to the six-month period following contrary, if the Executive’s termination date that does not qualify within either Award fails to satisfy the requirements of the foregoing exceptions short-term deferral rule and is otherwise not exempt from, and therefore deemed as to be deferred compensation subject to, Section 409A, references in this Agreement (including in Section 4.1), to payment or settlement of amounts under this Agreement within the “short-term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4), shall not apply, and instead payments will be made on the applicable payment date or a later date within the same taxable year of the Grantee, or if such timing is administratively impracticable, by the 15th day of the third calendar month following the date specified herein. For clarity, the Grantee is not permitted to designate the taxable year of payment. Notwithstanding anything contained herein to the requirements of Code section 409Acontrary, then such amount shall hereinafter be referred to as if the ‘Excess Amount.’ If the Executive Grantee is a “key specified employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of a publicly traded corporation under section 409A at the time Code) as of his the date of the Grantee’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any Shares that would otherwise be made on the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and if payment will instead be issued in a lump sum on the date that is six months and one day after the date of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant (or upon death, if earlier), with the balance of the Shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the Shares is necessary to Code section 409Aavoid the imposition of taxation in respect of the Shares under Section 409A. A termination of employment or service shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts that are considered deferred compensation under Section 409A upon or following a termination of employment or service, then notwithstanding anything unless such termination is also a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) and the payment thereof prior to a “separation from service” would violate Section 409A. Each installment of Shares that becomes payable in respect of vested Restricted Stock Units subject to the Award is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). In no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of Section 409A. (b) In the event that the Company determines that any amounts payable hereunder may be taxable to the Grantee under Section 409A prior to the payment and/or delivery to the Grantee of such amount, the Committee may adopt such amendments to the Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Restricted Stock Units and this Agreement. (c) Notwithstanding any provision of this Agreement to the contrary, payment in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement and the terms of the Restricted Stock Units as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold the Grantee harmless from any or all of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.taxes or penalties.

Section 409A. (a) This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the imposition Internal Revenue Code of any additional taxes under Code section 409A. 1986, as amended (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes sanctions under Code section Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not All payments to be construed as made upon a guarantee by the Company termination of any particular tax effect to Executive employment under this AgreementAgreement will be made upon a “separation from service” under Section 409A of the Code. For purposes of Code section 409ASection 409A of the Code, each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate paymentspayment. In no event may the ExecutiveEmployee, directly or indirectly, designate the calendar year of payment. (b) . To the maximum extent permitted under Section 409A of the Code section 409Aand its corresponding regulations, the cash severance payments benefits payable under this Agreement are intended to comply with meet the ‘requirements of the short-term deferral exception’ exemption under Treas. Reg. §1.409A-1(b)(4), Section 409A of the Code and any remaining amount is intended to comply with the ‘“separation pay exception’ ” under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided). However, however, any amount payable to if such severance benefits do not qualify for such exemptions at the Executive during time of the six-month period following the ExecutiveEmployee’s termination date that does not qualify within either of the foregoing exceptions employment and is therefore are deemed as deferred compensation subject to the requirements of Code section 409ASection 409A of the Code, then such amount shall hereinafter be referred to as if the ‘Excess Amount.’ If the Executive Employee is a “key specified employee” under Section 409A of a publicly traded corporation under section 409A at the time Code on the date of his separation from service and if the Employee’s termination of employment, notwithstanding any other provision of this Agreement, payment of the Excess Amount severance under this Agreement is required to shall be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment date of such amount shall be delayed as the Employee’s termination of employment if required by Code section 409A, and Section 409A of the Code. The accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive Employee dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A of the Code shall be paid to the personal representative of the ExecutiveEmployee’s estate within sixty (60) days after the date of the ExecutiveEmployee’s death. A “key employee” shall mean an employee who, at any time during the 12All reimbursements and in-month period ending on the identification date, is a “specified employee” kind benefits provided under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, this Agreement shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and 409A.(iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated well as a separate payment payments and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable benefits under this Agreement are intended to comply with be exempt from, or to the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4)extent subject thereto, and any remaining amount is intended to comply with Section 409A of the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; providedInternal Revenue Code of 1986, howeveras amended (“Section 409A”), any amount payable and, accordingly, to the Executive maximum extent permitted, this Agreement shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, the Limited Partner shall not be considered to have terminated employment with the Partnership for purposes of any payments under this Agreement which are subject to Section 409A until the Limited Partner has incurred a “separation from service” from the Partnership within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid an accelerated or additional tax under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the ExecutiveLimited Partner’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of shall instead be paid on the Excess Amount under this Agreement first business day after the date that is required to be delayed for a period of six (6) months after following the Limited Partner’s separation from service pursuant (or, if earlier, the Limited Partner’s date of death). To the extent required to Code section avoid an accelerated or additional tax under Section 409A, then notwithstanding anything in this Agreement amounts reimbursable to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A Limited Partner shall be paid to the personal representative Limited Partner on or before the last day of the Executive’s estate within sixty (60) days after year following the date of year in which the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees expense was incurred and the identification date, shall be made by amount of expenses eligible for reimbursement (and in kind benefits provided to the Board Limited Partner) during one year may not affect amounts reimbursable or provided in accordance with the provisions of Code sections 416(i) and 409A.any subsequent year.

Section 409A. (a) This Award Agreement shall be interpreted in accordance with the requirements of Section 409A of the Code. Notwithstanding any provision in this Award Agreement to avoid the imposition contrary, if a payment is deemed to be deferred compensation subject to the requirements of any additional taxes Section 409A of the Code, such payment may only be made under Code section 409A. this Award Agreement upon an event and in a manner permitted by Section 409A of the Code. If any a payment or benefit canis not be provided or made at by the time specified herein without incurring additional taxes designated payment date under Code section 409Athis Award Agreement, then such benefit or the payment shall be provided made by December 31 of the calendar year in full at which the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate paymentsdesignated date occurs. In no event may the ExecutiveParticipant, directly or indirectly, designate the calendar year of payment. A termination of service shall not be deemed to have occurred for purposes of any provision of this Award Agreement providing for the payment of any amounts or benefits upon or following a termination of service that are considered “nonqualified deferred compensation” under Section 409A of the Code unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this award Agreement, references to a “termination,” “Termination of Service” or like terms shall mean “separation from service. (b) To ” Notwithstanding anything to the maximum extent permitted under Code section 409Acontrary in this Award Agreement, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount no amounts payable to the Executive during Participant under this Award Agreement shall be paid to the sixParticipant prior to the expiration of the 6-month period following the ExecutiveParticipant’s termination date “separation from service” if the Company determines that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then paying such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A amounts at the time or times indicated in this Award Agreement would be a prohibited distribution under Section 409A(a)(2)(b)(i) of his separation from service and if the Code. If the payment of any such amounts is delayed as a result of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409Aprevious sentence, then notwithstanding anything in this Agreement to on the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after first day following the end of the six (such 6) -month period. If , the Executive dies during Company shall pay the postponement period prior Participant a lump-sum amount equal to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid cumulative amount that would have otherwise been payable to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time Participant during the 12such 6-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.period.

Section 409A. (a) This Notwithstanding any other provision of the Plan, this Agreement or the Grant Notice, the Plan, this Agreement and the Grant Notice shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code (together with any Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date, “Section 409A”). The Board (or any Committee to avoid which administration of the imposition Plan has been delegated by the Board) may, in its discretion, adopt such amendments to the Plan, this Agreement or the Grant Notice or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Board (or any Committee to which administration of the Plan has been delegated by the Board) determines are necessary or appropriate to comply with the requirements of Section 409A. (b) This Agreement is not intended to provide for any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at deferral of compensation subject to Section 409A of the time specified herein without incurring additional taxes under Code section 409ACode, then such benefit or payment and, accordingly, the Shares issuable pursuant to the RSUs and the cash issuable upon settlement of Dividend Equivalents corresponding thereto shall be provided distributed to Participant no later than the later of: (i) the fifteenth (15th) day of the third month following Participant’s first taxable year in full at which such RSUs are no longer subject to a substantial risk of forfeiture, and (ii) the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by fifteenth (15th) day of the third month following first taxable year of the Company in which such RSUs are no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A and any particular tax effect to Executive under this Agreement. Treasury Regulations and other guidance issued thereunder. (c) For purposes of Section 409A of the Code section 409A(including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that Participant may be eligible to receive under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of distinct payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated well as a separate payment payments and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable benefits under this Agreement are intended to comply with be exempt from, or to the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4)extent subject thereto, and any remaining amount is intended to comply with Section 409A of the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; providedInternal Revenue Code of 1986, howeveras amended (“Section 409A”), any amount payable and, accordingly, to the Executive during maximum extent permitted, this Agreement shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the six-month period following contrary, the Executive’s termination date Limited Partner shall not be considered to have terminated employment with the Partnership for purposes of any payments under this Agreement which are subject to Section 409A until the Limited Partner has incurred a “separation from service” from the Partnership within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A and any payments described in this Agreement that does not qualify are due within either the “short term deferral period” as defined in Section 409A of the foregoing exceptions and is deemed Code shall not be treated as deferred compensation subject unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the requirements of Code section contrary, to the extent required in order to avoid an accelerated or additional tax under Section 409A, then such amount shall hereinafter amounts that would otherwise be referred payable and benefits that would otherwise be provided pursuant to as this Agreement during the ‘Excess Amount.’ If six (6)-month period immediately following the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his Limited Partner’s separation from service and if payment of shall instead be paid on the Excess Amount under this Agreement first business day after the date that is required to be delayed for a period of six (6) months after following the Limited Partner’s separation from service pursuant (or, if earlier, the Limited Partner’s date of death). To the extent required to Code section avoid an accelerated or additional tax under Section 409A, then notwithstanding anything in this Agreement amounts reimbursable to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A Limited Partner shall be paid to the personal representative Limited Partner on or before the last day of the Executive’s estate within sixty (60) days after year following the date of year in which the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees expense was incurred and the identification date, shall be made by amount of expenses eligible for reimbursement (and in kind benefits provided to the Board Limited Partner) during one year may not affect amounts reimbursable or provided in accordance with the provisions of Code sections 416(i) and 409A.any subsequent year.

Section 409A. (a) This It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imposition imputation of any such additional taxes tax, penalty or interest under Code section 409A. If any payment or Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit cannot be payable to Executive. Any installment payments provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided for in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year payments for purposes of payment.Code Section 409A. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key specified employee” within the meaning of a publicly traded corporation under section 409A at the time of his separation from service and if payment Treasury Regulation Section 1.409A- 1(i) as of the Excess Amount under this Agreement date of Executive’s Separation from Service, Executive shall not be entitled to any payment or benefit pursuant to Section 5.3(b) or (c) until the earlier of (i) the date which is required to be delayed for a period of six (6) months after separation Executive’s Separation from service Service for any reason other than death, or (ii) the date of Executive’s death. The provisions of this Section 21(b) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code section 409A, then notwithstanding anything Section 409A. Any amounts otherwise payable to Executive upon or in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If period following Executive’s Separation from Service that are not so paid by reason of this Section 21(b) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of Executive’s death). (c) To the extent that any benefits pursuant to Section 5.3(b)(ii) or reimbursements pursuant to Section 4.2 are taxable to Executive, any reimbursement payment due to Executive dies during the postponement period prior pursuant to the payment of the postponed amount, the amounts withheld on account of section 409A any such provision shall be paid to Executive on or before the personal representative last day of the Executive’s estate within sixty (60) days after taxable year following the date of taxable year in which the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretionrelated expense was incurred. The determination of key employees, including the number benefits and identity of persons considered key employees reimbursements pursuant to such provisions are not subject to liquidation or exchange for another benefit and the identification date, amount of such benefits and reimbursements that Executive receives in one taxable year shall be made by not affect the Board amount of such benefits or reimbursements that Executive receives in accordance with the provisions of Code sections 416(i) and 409A.any other taxable year.

Section 409A. (a) This Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and operated to the extent possible so that the payments set forth herein either shall be interpreted to avoid exempt from the imposition requirements of any additional taxes under Section 409A of the Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-requirements of such provision; provided however that in no event shall the Employer be liable to the Employee for or with respect to any taxes, penalties or interest which may be imposed upon the Employee pursuant to Section 409A. To the extent that any amount payable pursuant to this Agreement constitutes a “deferral of compensation” subject to Section 409A (a “409A Payment”), then, if on the date of the Employee’s “separation from service,” as such term deferral exception’ under is defined in Treas. Reg. §1.409A-1(b)(4Section 1.409A-1(h)(1), and any remaining amount from the Employer (“Separation from Service”), the Employee is intended to comply with the ‘separation pay exception’ under a “specified employee,” as such term is defined in Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; providedSection 1.409-1(i), however, any amount payable as determined from time to time by the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409AEmployer, then such amount 409A Payment shall hereinafter not be referred made to as the ‘Excess Amount.’ If Employee earlier than the Executive is a “key employee” earlier of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of (i) six (6) months after separation the Employee’s Separation from service pursuant to Code section 409A, then notwithstanding anything in Service; or (ii) the date of Employee’s death. The 409A Payment under this Agreement to the contrary, payment of that would otherwise be made during such amount period shall be delayed as required by Code section 409A, aggregated and the accumulated postponed amount shall be paid in a one lump sum sum, with interest (compounded monthly) at the prime rate reported by the Wall Street Journal on the date the payment within ten (10) days after otherwise would have been made, on the first business day following the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after or following the date of the ExecutiveEmployee’s death, whichever is earlier. A “key employee” The Employee hereby acknowledges that Employee has been advised to seek and has sought the advice of a tax advisor with respect to the tax consequences to the Employee of all payments pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Section 409A and applicable federal and state tax law. Employee hereby agrees to bear the entire risk of any such adverse federal and state tax consequences and penalty taxes in the event any payment pursuant to this Agreement is deemed to be subject to Section 409A, and that no representations have been made to the Employee relating to the tax treatment of any payment pursuant to this Agreement under Section 409A and the corresponding provisions of any applicable state income tax laws. If payments under Section 6(c) constitute 409A Payment, references within Section 6(c) and this Section 9(i) to termination of employment or similar language shall mean an employee who, at any time during the 12-month period ending on the identification date, is a Employee’s “specified employeeseparation from service” under Code section 409A, as determined by the Board, defined in its sole discretionTreas. The determination of key employeesReg. Section 1.409A-1(h), including the number and identity of persons considered key employees and the identification date, default presumptions thereunder. No 409A Payment payable under this Agreement shall be made by subject to acceleration or to any change in the Board in accordance specified time or method of payment, except as otherwise provided under this Agreement and consistent with the provisions of Code sections 416(i) and Section 409A.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable Code Section 409A to the Executive during extent subject thereto and shall be interpreted and administered in compliance therewith. Any term used in this Agreement which is defined in Code Section 409A or the six-month period following regulations promulgated thereunder (the “Regulations”) shall have the meaning set forth therein unless otherwise specifically defined herein. For purposes of determining the timing of payment of any obligations to pay nonqualified deferred compensation (within the meaning of Code Section 409A) under this Agreement that arise in connection with the Executive’s “termination date that does not qualify of employment,” “termination” or other similar references, references to termination of employment or similar references shall mean a “separation from service” within either the meaning of §1.409A-l(h) of the foregoing exceptions and is deemed as deferred compensation subject to Regulations. Notwithstanding any other provision of this Agreement, if at the requirements time of Code section 409Asuch “separation from service”, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key specified employee,” of a publicly traded corporation under section as defined in Code Section 409A at or the time of his separation from service Regulations, and if payment of the Excess Amount any payments upon such termination under this Agreement hereof shall result in additional tax or interest to the Executive under Code Section 409A, Executive shall not be entitled to receive such payments until the date which is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative termination of the Executive’s estate within sixty (60) days after employment for any reason or, if earlier, the date of the Executive’s death. A Each amount to be paid or benefit to be provided to the Executive under this Agreement that constitutes nonqualified deferred compensation subject to Code Section 409A shall be construed as a separate identified payment for purposes of Code Section 409A. If any expense reimbursement payable to the Executive under this Agreement is determined to be “key employeenonqualified deferred compensation” shall mean an employee who, at any time during within the 12-month period ending on the identification date, is a “specified employee” under meaning of Code section Section 409A, including, without limitation any reimbursement under Section 4.4, then the reimbursement shall be made to the Executive as determined soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any offset, recoupment or clawback provided by the BoardSection 7.14 or 7.15, or otherwise permitted in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification datethis Agreement, shall be applied to the maximum extent possible to comply with Code Section 409A. In addition, if the Parties become aware that any provision of this Agreement could reasonably be expected to subject the Executive to any additional tax or interest under Code Section 409A, then the Company and the Executive agree to act in good faith to reform such provision; provided that any such reform shall (x) maintain, to the maximum extent practicable, the original intent of the applicable provision without subjecting the Executive to such additional tax or interest, and (y) not incur any additional compensation expense as a result of such reformation. Notwithstanding the foregoing, the Company does not represent, warrant or guarantee that any payments that may be made by pursuant to this Agreement will not result in inclusion in Executive’s gross income, or any penalty, pursuant to Section 409A(a)(1) of the Board in accordance with the provisions of Code sections 416(i) and 409A.or any similar state or local statute or regulation.

Section 409A. (a) This Agreement is intended to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and its corresponding regulations, or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by section 409A of the Code, if the Executive is considered a “specified employee” for purposes of section 409A of the Code and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A of the Code, payment of such amounts shall be interpreted to avoid delayed as required by section 409A of the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at Code, and the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment accumulated amounts shall be provided paid in full at a lump-sum payment within 10 days after the earliest time thereafter when such sanctions will not end of the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A of the Code shall be imposed. The preceding provisions, however, shall not paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. (b) All payments to be construed as made upon a guarantee by the Company termination of any particular tax effect to Executive employment under this AgreementAgreement may only be made upon a “separation from service” under section 409A of the Code. For purposes of Code section 409A409A of the Code, each payment under this Agreement hereunder shall be treated as a separate payment payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and Notwithstanding any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either provision of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount in no event shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative timing of the Executive’s estate within sixty (60) days after execution of the date of Release, directly or indirectly, result in the Executive’s death. A “key employee” shall mean an employee whodesignating the calendar year of payment of any amounts of deferred compensation subject to section 409A of the Code, at any time during and if a payment that is subject to execution of the 12-month period ending on the identification dateRelease could be made in more than one taxable year, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, payment shall be made by in the Board later taxable year. (c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the provisions requirements of Code sections 416(isection 409A of the Code, including, where applicable, the requirement that (i) any reimbursement be for expenses incurred during the period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense be made no later than the last day of the calendar year following the year in which the expense is incurred, and 409A.(iv) the right to reimbursement or in-kind benefits not be subject to liquidation or exchange for another benefit.

Section 409A. (a) This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code and any regulations and Treasury guidance promulgated thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be interpreted read in such a manner so that no payments due under this Agreement shall be subject to avoid an “additional tax” as defined in Section 409(a)(1)(B) of the Code. If the Employer determines in good faith that any provision of this Agreement would cause the Executive to incur an additional tax, penalty, or interest under Section 409A of the Code, the Employer and the Executive shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code or causing the imposition of any such additional taxes tax, penalty, or interest under Code section 409A. If any payment or benefit cannot be provided or made at Section 409A of the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposedCode. The preceding provisions, however, shall not be construed as a guarantee by the Company Employer of any particular tax effect to the Executive under this Agreement. . (b) For purposes of Code section 409ASection 409A of the Code, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (bc) To the maximum extent permitted under Code section 409AWith respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the cash severance Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. (d) “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement means, for purposes of any payments payable under this Agreement that are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either payments of the foregoing exceptions and is deemed as deferred compensation subject to Section 409A of the requirements Code, the Executive's “separation from service” as defined in Section 409A of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess AmountCode.’ (e) If a payment obligation under this Agreement arises on account of the Executive’s separation from service while the Executive is a “key specified employee” (as defined under Section 409A of a publicly traded corporation under section 409A at the time of his separation from service Code and if determined in good faith by the Employer), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the Excess Amount under this Agreement exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is required scheduled to be delayed for a period of paid within six (6) months after such separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, accrue without interest and the accumulated postponed amount shall be paid in a lump sum payment within ten fifteen (1015) days after the end of the six six-month period beginning on the date of such separation from service or, if earlier, within fifteen (615) month period. If days after the Executive dies during the postponement period prior to the payment appointment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative or executor of the Executive’s estate within sixty following his death. (60f) days Nothing herein shall be construed as having modified the time and form of payment of any amounts or payments of “deferred compensation” (as defined under Treas. Reg. § 1.409A-1(b)(1), after giving effect to the exemptions in Treas. Reg. §§ 1.409A-1(b)(3) through (b)(12)) that were otherwise payable pursuant to the terms of any agreement between the Employer and the Executive in effect on or after January 1, 2005 and prior to the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.this Agreement.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. For purposes of Code section Section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section Section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘“short-term deferral exception’ ” under Treas. Reg. §1.409A-1(b)(41.409A-l(b)(4), and any remaining amount is intended to comply with the ‘“separation pay exception’ ” under Treas. Reg. §1.409A-1(b)(9)(iii1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section Section 409A, then such amount shall hereinafter be referred to as the ‘“Excess Amount.’ ” If the Executive is a “key employee” of a publicly traded corporation under section Section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section Section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) 10 days after the end of the six (6) six-month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) 60 days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section Section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections Sections 416(i) and 409A.

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

Section 409A. (a) This Agreement shall be interpreted Notwithstanding anything to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided contrary in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes , if Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code section 409Aof 1986, each payment under this Agreement shall be treated as a separate payment and amended (the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4“Code”), and the final regulations and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iiiguidance promulgated thereunder (“Section 409A”) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of Employee’s termination (other than due to death), then the Excess Amount severance benefits payable to Employee under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409AAgreement, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409Aif any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the accumulated postponed amount shall be paid in a lump sum payment “Deferred Compensation Separation Benefits”) otherwise due to Employee on or within ten (10) days after the end of the six (6) month periodperiod following Employee’s termination shall accrue during such six (6) month period and shall become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s termination of employment. If All subsequent payments, if any, shall be payable in accordance with the Executive payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies during the postponement period following his or her termination but prior to the payment six month anniversary of the postponed amounthis or her date of termination, the amounts withheld on account of section 409A then any payments delayed in accordance with this paragraph shall be paid to the personal representative of the Executive’s estate within sixty (60) days payable in a lump sum as soon as administratively practicable after the date of the ExecutiveEmployee’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number death and identity of persons considered key employees and the identification date, all other Deferred Compensation Separation Benefits shall be made by the Board payable in accordance with the provisions payment schedule applicable to each payment or benefit. (b) It is the intent of Code sections 416(i) this Agreement to comply with the requirements of Section 409A so that none of the severance payments and 409A.benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions as are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A prior to actual payment to Employee.

Section 409A. (a) This Agreement is intended to comply with Section 409A of the Code (“Section 409A”) or an exemption thereunder and shall be interpreted construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to avoid the imposition of any additional taxes under Code section 409A. If any payment an involuntary separation from service or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment as a short-term deferral shall be provided in full at excluded from Section 409A to the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreementmaximum extent possible. For purposes of Code section Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. 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 Corporation makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Corporation be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection with Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and Executive is determined to be a “specified employee” (as defined in Section 409A(a)(2)(b)(i) of the right Code), then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of the Termination Date or, if earlier, on Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive in a series of installment lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be treated as a right to a series provided in accordance with the following: (a) the amount of separate payments. In no event may the Executiveexpenses eligible for reimbursement, directly or indirectlyin-kind benefits provided, designate the during each calendar year of payment. cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either reimbursement of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A an eligible expense shall be paid to Executive on or before the personal representative last day of the Executive’s estate within sixty calendar year following the calendar year in which the expense was incurred; and (60c) days after the date of the Executive’s death. A “key employee” any right to reimbursements or in-kind benefits under this Agreement shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall not be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.subject to liquidation or exchange for another benefit.

Section 409A. (a) This Agreement is intended to meet, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and interpretive guidance promulgated thereunder (collectively, “Section 409A”), with respect to amounts subject thereto, and shall be interpreted and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to avoid be provided, during any calendar year shall affect the imposition amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section Section 409A, then and no such benefit right to reimbursement or payment right to in-kind benefits shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of subject to liquidation or exchange for any particular tax effect to Executive under this Agreementother benefit. For purposes of Code section Section 409A, each payment in a series of installment payments provided under this Agreement shall be treated as a separate payment and the right payment. Any payments to a series of installment payments be made under this Agreement upon a termination of employment shall only be treated as made upon a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted “separation from service” under Code section 409A, the cash severance payments Section 409A. If amounts payable under this Agreement are intended to comply with do not qualify for exemption from Section 409A at the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the time of Executive’s termination date that does not qualify within either of the foregoing exceptions separation from service and is therefore are deemed as deferred compensation subject to the requirements of Code section 409ASection 409A on the date of such separation from service, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the if Executive is a “key specified employee” under Section 409A on the date of a publicly traded corporation under section 409A at the time of his Executive’s separation from service and if service, payment of the Excess Amount under this Agreement is required to amounts hereunder shall be delayed for a period of six (6) months after from the date of Executive’s separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as if required by Code section 409A, and the Section 409A. The accumulated postponed amount shall be paid in a lump sum payment within ten (10) 10 days after the end of the six (6) six-month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) 10 days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A..

Section 409A. (a) This Agreement and any payment, distribution or other benefit hereunder shall comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom, as well as any related regulations or other guidance promulgated by the U.S. Department of the Treasury or the Internal Revenue Service (“Section 409A”), to the extent applicable, and shall in all respects be interpreted to avoid administered in accordance with Section 409A; provided, that, for the imposition avoidance of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409Adoubt, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on Executive as a guarantee by result of Section 409A. To the Company extent any provision or term of any particular tax effect this Agreement is ambiguous as to Executive under this Agreement. For purposes of Code section its compliance with Section 409A, each payment the provision or term will be read in such a manner so that such provision or term and all payments hereunder comply with Section 409A. To the extent Executive is a “specified employee” under Section 409A and solely to the extent necessary to avoid taxation and/or penalties under Section 409A, no payment, distribution or other benefit described in this Agreement constituting a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) to be paid during the six- (6) month period following Executive’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) will be made before the earlier of the date that is six (6) months after the date of separation or the date of Executive’s death. Instead, any such deferred compensation shall be treated as a separate payment and paid on the right to a series first business day following the earlier of installment payments under this Agreement shall be treated as a right to a series the six- (6) month anniversary of separate paymentsExecutive’s separation from service or the date of death of Executive. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. Any provision or term that would cause this Agreement or a payment. (b) To , distribution or other benefit hereunder to fail to satisfy the maximum requirements of Section 409A shall have no force or effect and, to the extent permitted under Code section an amendment would be effective for purposes of Section 409A, the cash severance payments payable parties agree that this Agreement shall be amended to comply with Section 409A. Such amendment shall be retroactive to the extent permitted by Section 409A. For purposes of this Agreement, solely to the extent necessary to avoid taxation and/or penalties under Section 409A, Executive shall not be deemed to have terminated employment unless and until a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) has occurred. Each payment under Sections 4(e) and 7 shall be treated as a separate payment for purposes of Section 409A. All reimbursements and in-kind benefits provided under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 409A, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the time period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made not later than the last day of Executive’s taxable year following the taxable year in which such expense was incurred, and 409A.(iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

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

Section 409A. (a) This It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imposition imputation of any such additional taxes tax, penalty or interest under Code section 409A. If any payment or Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit cannot be payable to Executive. Any installment payments provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided for in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year payments for purposes of payment.Code Section 409A. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key specified employee” within the meaning of a publicly traded corporation under section 409A at the time of his separation from service and if payment Treasury Regulation Section 1.409A-1(i) as of the Excess Amount under this Agreement date of Executive’s Separation from Service, Executive shall not be entitled to any payment or benefit pursuant to Section 5.3(b) or (c) until the earlier of (i) the date which is required to be delayed for a period of six (6) months after separation Executive’s Separation from service Service for any reason other than death, or (ii) the date of Executive’s death. The provisions of this Section 21(b) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code section 409A, then notwithstanding anything Section 409A. Any amounts otherwise payable to Executive upon or in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If period following Executive’s Separation from Service that are not so paid by reason of this Section 21(b) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of Executive’s death). (c) To the extent that any benefits pursuant to Section 5.3(b)(ii) or reimbursements pursuant to Section 4.2 are taxable to Executive, any reimbursement payment due to Executive dies during the postponement period prior pursuant to the payment of the postponed amount, the amounts withheld on account of section 409A any such provision shall be paid to Executive on or before the personal representative last day of the Executive’s estate within sixty (60) days after taxable year following the date of taxable year in which the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretionrelated expense was incurred. The determination of key employees, including the number benefits and identity of persons considered key employees reimbursements pursuant to such provisions are not subject to liquidation or exchange for another benefit and the identification date, amount of such benefits and reimbursements that Executive receives in one taxable year shall be made by not affect the Board amount of such benefits or reimbursements that Executive receives in accordance with the provisions of Code sections 416(i) and 409A.any other taxable year.

Section 409A. Notwithstanding any provision of this Agreement to the contrary: (a) This All provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986 (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be interpreted construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to avoid the imposition of any additional taxes under Code section 409A. If any payment an involuntary separation from service or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment as a short-term deferral shall be provided in full at excluded from Section 409A to the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreementmaximum extent possible. For purposes of Code section Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment and the right payment. Any payments to a series of installment payments be made under this Agreement upon a termination of Employee’s employment shall only be treated as made if such termination of employment constitutes a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment.“separation from service” under Section 409A. (b) To the extent, if any, that the aggregate amount of the installments of the Severance Payment that would otherwise be paid pursuant to Section 7(f)(i) after March 15 of the calendar year following the calendar year in which the Termination Date occurs (the “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Employee in a lump sum on the Applicable March 15 (or the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and the installments of the Severance Payment payable after the Applicable March 15 shall be reduced by such excess (beginning with the installment first payable after the Applicable March 15 and continuing with the next succeeding installment until the aggregate reduction equals such excess). (c) To the extent permitted under Code section 409A, the cash severance payments payable that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement are intended to comply with constitutes nonqualified deferred compensation (within the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of Employee’s taxable year following the taxable year in which such expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any remaining amount is intended taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or be provided in any successor provisionother taxable year; provided, however, that the foregoing clause shall not be violated with regard to expenses reimbursed under any amount payable arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the Executive during period in which the six-month period following arrangement is in effect. (d) If any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the Executiveearlier of (i) the date of Employee’s termination death or (ii) the date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409Athe Termination Date (such date, the “Section 409A Payment Date”), then notwithstanding anything in such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement to the contraryare exempt from, payment of such amount or compliant with, Section 409A and in no event shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end any member of the six (6) month period. If the Executive dies during the postponement period prior to the payment Company Group be liable for all or any portion of the postponed amountany taxes, the amounts withheld penalties, interest or other expenses that may be incurred by Employee on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12non-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance compliance with the provisions of Code sections 416(i) and Section 409A.

Section 409A. (a) This Agreement is intended to provide payments that are exempt from or compliant with the provisions of Section 409A of the Code and related regulations and Treasury pronouncements (“Section 409A”), and the Agreement shall be interpreted to avoid the imposition accordingly. Notwithstanding any provision of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, the parties agree that any benefit or benefits under this Agreement that the Company determines are subject to the suspension period under Code Section 409A(a)(2)(B) shall not be paid or commence until a date following six months after the Executive’s termination date, or if earlier, the Executive’s death. (b) Each payment under this Agreement is intended to be (i) excepted from Section 409A, including, but not limited to, by compliance with the short-term deferral exception as specified in Treasury Regulation § 1.409A-1(b)(4) and the involuntary separation pay exception within the meaning of such amount shall be delayed as required by Code section Treasury Regulation § 1.409A-1(b)(9)(iii), or (ii) in the event any Gross Up Payment is made pursuant to Section 7(a) herein, in compliance with Section 409A, including, but not limited to, being paid pursuant to a fixed schedule or specified date pursuant to Treasury Regulation § 1.409A-3(i)(1)(v), and the accumulated postponed amount provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). (c) All reimbursements or provision of in-kind benefits pursuant to this Agreement shall be paid made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed payable at a lump sum specified time or on a fixed schedule relative to a permissible payment within ten (10) days after event. Specifically, the end of the six (6) month period. If the Executive dies amount reimbursed or in-kind benefits provided under this Agreement during the postponement period prior to Executive’s taxable year may not affect the payment of the postponed amountamounts reimbursed or provided in any other taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the amounts withheld on account reimbursement of section 409A an eligible expense shall be paid to made on or before the personal representative last day of the Executive’s estate within sixty (60) days after taxable year following the date of taxable year in which the Executive’s death. A “key employee” shall mean an employee whoexpense was incurred, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions right to reimbursement or provision of Code sections 416(i) and 409A.in-kind benefit is not subject to liquidation or exchange for another benefit.

Section 409A. This Agreement is intended comply with the requirements of Code Section 409A of the Internal Revenue Code of 1986, as amended, and the Department of Treasury guidance thereunder (a) “Section 409A”). This Agreement shall be interpreted and administered to maximize the exemptions from Section 409A for the compensation payable pursuant to this Agreement and, to the extent the Agreement provides for compensation that is subject to Section 409A, to comply with Section 409A and to avoid the imposition of tax, interest and/or penalties upon you under Section 409A. The Company does not, however, assume any additional taxes under Code section economic burdens associated with Section 409A. If any payment or benefit cannot be provided or made at In particular, the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions Company will not be imposed. The preceding provisionsliable to you for any tax, howeverinterest, shall not be construed or penalties you may owe as a guarantee by the Company result of any particular tax effect to Executive under this Agreement. For purposes Each of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right your rights to a series of installment payments under this Agreement the first and second bullets of Section 2 shall be treated as a right to a series of separate paymentspayments for purposes of Section 409A. Each such payment that is made within 2-½ months following the end of the year that contains the Effective Date is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A. Each such payment that is made later than 2-½ months following the end of the year that contains the Effective Date is intended to be exempt from Section 409A under the two-times exception of Treasury Reg. In § 1.409A-1(b)(9)(iii) (the “Two-Times Exception”), up to the limitation on the availability of the Two-Times Exception specified in the regulation. Each payment that is made after the Two-Times Exception ceases to be available shall be subject to the six-month delay, as necessary, as specified below. To the extent necessary to comply with Section 409A, in no event may the Executiveshall you, directly or indirectly, designate the calendar taxable year of payment. (b) any payment under this Agreement. In particular, with respect to any payment that is conditioned upon your executing and not revoking the release of claims as specified herein, if the designated payment period for such payment begins in one taxable year and ends in the next taxable year, the payment will be made in the later taxable year. To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended necessary to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section Section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything references in this Agreement to “termination of employment” or “terminates employment” (and similar references) shall have the contrary, payment same meaning as “separation from service” within the meaning of such amount shall be delayed as required by Code section 409ASection 409A (a “Separation from Service”), and the accumulated postponed amount no payment subject to Section 409A that is payable upon a termination of employment shall be paid unless and until (and not later than applicable in compliance with Section 409A) you incur a lump sum payment within ten (10) days after the end of the six (6) month periodSeparation from Service. If the Executive dies during the postponement period prior to the payment of the postponed amountIn addition, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is if you are a “specified employee” under Code section 409Awithin the meaning of Section 409A(a)(2)(B)(i) at the time of your Separation from Service, as determined by any payment subject to Section 409A that would otherwise have been payable on account of, and within the Boardfirst six months following, in its sole discretion. The determination your Separation from Service will become payable on the first business day after six months following the Separation Date or, if earlier, the date of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.your death.

Section 409A. The parties intend for the payments and benefits under this Agreement to be exempt from Section 409A (a“Section 409A”) This of the Code or, if not so exempt, to be paid or provided in a manner that complies with the requirements of such section, and intend that this Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then construed and administered in accordance with such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreementintention. For purposes of Code section the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Without limiting the foregoing and notwithstanding anything contained herein to the right contrary, to a series of installment payments the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that are non-qualified deferred compensation and are payable due to Executive’s “separation from service”, which would otherwise be provided pursuant to this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject (or death, if earlier). Notwithstanding anything to the requirements of Code section 409Acontrary in this Agreement, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service all (A) reimbursements and if payment of the Excess Amount (B) in-kind benefits provided under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 409A, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and 409A.(z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. (a) 4.1. This Agreement is intended to comply with the requirements of Section 409A of the Code and shall in all respects be administered and interpreted to avoid the imposition of any additional taxes under Code section in accordance with Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes sanctions on the Executive under Code section 409ASection 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisionsNotwithstanding anything in the Agreement to the contrary, however, shall not distributions may only be construed as made under the Agreement upon an event and in a guarantee manner permitted by Section 409A of the Company Code or an applicable exception. All payments to be made upon a termination of any particular tax effect to Executive employment under this Agreement. Agreement may only be made upon a “separation from service” under Section 409A. For purposes of Code section 409ASection 409A of the Code, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and each payment under this Agreement shall be treated as a separate payment. In no event may the Executive, directly or indirectly, designate the calendar year of paymentany payment to be made under this Agreement. (b) To 4.2. Notwithstanding the maximum extent permitted under Code section 409Aforegoing, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either if required by Section 409A of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409ACode, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his if any amounts payable upon separation from service and if are considered “deferred compensation” under Section 409A, payment of such amounts will be postponed as required by Section 409A, and the Excess Amount under this Agreement is required to postponed amounts will be delayed for a period of paid six (6) months after separation following the effective date of termination from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month periodemployment. If the Executive dies during the postponement period prior to the payment of the period, any amounts postponed amount, the amounts withheld on account of section Section 409A of the Code, with accrued interest as described below, shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. 4.3. A “key employee” shall mean an employee who, at any time during the 12All reimbursements and in-month period ending on the identification date, is a “specified employee” kind benefits provided under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, this Agreement shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and 409A.(iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. (a) This Agreement shall be interpreted Notwithstanding any provisions herein to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409Acontrary, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409Aby applicable law, the cash severance payments amounts payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Employee pursuant to Paragraph 10.B and 10.D shall be made in reliance upon Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Section 1.409A-1(b)(9) (Separation Pay Plans) or Treas. Reg. §1.409A-1(b)(9)(iiiSection 1.409A-1(b)(4) or any successor provision; provided(Short-Term Deferrals), howeveras applicable. For this purpose, any amount payable each payment shall be considered a separate and distinct payment. However, to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed extent any such payments are treated as nonqualified deferred compensation subject to Section 409A of the requirements Internal Revenue Code of Code section 409A1986, as amended (the “Code”), then such amount shall hereinafter be referred to as (i) if the ‘Excess Amount.’ If 70-day payment period set forth under Paragraph 10.B.1 and 3 commences in one taxable year and ends in another, then payments will not commence until the Executive second taxable year, and (ii) if the Employee is a “key employee” of a publicly traded corporation under section 409A deemed at the time of his separation from service and if payment to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Excess Amount Code, then to the extent delayed commencement of any portion of the compensation or benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Employee’s compensation or benefits shall not be delayed for a period provided to Employee prior to the earlier of six (6x) months after the first business day of the seventh month measured from the date of the Employee’s “separation from service service” or (y) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount Paragraph 17 shall be paid in a lump sum payment within ten (10) days after to Employee, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. In addition, any reimbursements made or in-kind benefits provided under this Agreement shall be made in accordance with then-current Employer policy, but to the extent such reimbursements or in-kind benefits constitute nonqualified deferred compensation subject to Section 409A, then in no event shall any reimbursements be made later than the end of the six (6) month period. If calendar year following the Executive dies during year in which the postponement period prior to the payment of the postponed amountexpense was incurred, the amounts withheld on account of section 409A eligible for reimbursement or in-kind benefits provided in one year shall not affect the amounts eligible for reimbursement or in-kind benefits to be provided in any subsequent year, and the right to reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another benefit. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board interpreted in accordance with Section 409A of the provisions Code and the regulations and other interpretive guidance issued thereunder. Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Employee or for his account in connection with this Agreement (including any taxes and penalties under Code sections 416(i) Section 409A), and 409A.neither Employer nor any of its subsidiaries or affiliates shall have any obligation to indemnify or otherwise hold Employee harmless from any or all of such taxes or penalties. Employer makes no representations concerning the tax consequences of Employee’s participation in this Agreement under any Federal, state or local law.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. For purposes of Code section Section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section Section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘“short-term deferral exception’ ” under Treas. Reg. §1.409A-1(b)(41.409A-l(b)(4), and any remaining amount is intended to comply with the ‘“separation pay exception’ ” under Treas▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-six (6) month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section Section 409A, then such amount shall hereinafter be referred to as the ‘“Excess Amount.’ ” If the Executive is a “key employee” of a publicly traded corporation under section Section 409A at the time of his their separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section Section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the twelve (12-) month period ending on the identification date, is a “specified employee” under Code section Section 409A, as determined by the BoardCompany, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board Company in accordance with the provisions of Code sections Sections 416(i) and 409A.

Section 409A. (a) This The compensation and benefits under this Agreement shall are intended to comply with or be exempt from the requirements of Section 409A, and this Agreement will be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposeda manner consistent with that intent. The preceding provisionsprovision, however, shall not be construed as a guarantee by the Company Financial Institutions of any particular tax effect to the Executive under this Agreement. For purposes of Code section 409A, each Financial Institutions shall not be liable to the Executive for any payment made under this Agreement shall be treated as a separate that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment and the right to a series of installment payments made under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment.an amount includible in gross income under Section 409A. (b) To References to “termination of employment” and similar terms used in this Agreement mean, to the maximum extent permitted under Code section necessary to comply with Section 409A, the cash severance payments date that the Executive first incurs a “separation from service” within the meaning of Section 409A. (c) To the extent any reimbursement provided under this Agreement is includable in the Executive’s income, such reimbursements shall be paid to the Executive not later than December 31st of the year following the year in which the Executive incurs the expense and the amount of reimbursable expenses provided in one year shall not increase or decrease the amount of reimbursable expenses to be provided in a subsequent year. (d) Notwithstanding anything in this Agreement to the contrary, if at the time of the Executive’s separation from service with Financial Institutions, the Executive is a “specified employee” as defined in Section 409A, and any payment payable under this Agreement are intended as a result of such separation from service is required to comply be delayed by six months pursuant to Section 409A, then Financial Institutions will make such payment on the date that is six months and one day following the Executive’s separation from service with Financial Institutions. The amount of such payment will equal the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with sum of the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable payments that would have been paid to the Executive during the six-month period immediately following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if had the payment commenced as of the Excess Amount such date. Each payment under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed designated as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employeeseparate payment” under Code section 409A, as determined by within the Board, in its sole discretion. The determination meaning of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.Section 409A. [Signature Page Immediately Follows]

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

Section 409A. (a) This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Bank nor its directors, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by the Executive as a result of the application of Section 409A of the Code. (b) Notwithstanding any provision in the Agreement to the contrary, to the extent necessary to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at tax on the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes Section 409A of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, howeverCode, any amount payments that are otherwise payable to the Executive during within the first six (6) months following the Date of Termination shall be suspended and paid as soon as practicable following the end of the six-month period following the Date of Termination if, immediately prior to the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409Atermination, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required determined to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under (within the meaning of Section 409A(a)(2)(B)(i) of the Code) of the Bank (or any related “service recipient” within the meaning of Section 409A of the Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, regulations thereunder). Any payments suspended by operation of the foregoing sentence shall be made by paid as a lump sum within thirty (30) days following the Board end of such six-month period. Payments (or portions thereof) that would be paid latest in accordance with time during the provisions six-month period will be suspended first. (c) The Bank shall have the sole authority to make any accelerated distribution permissible under ▇▇▇▇▇. Reg. Section 1.409A-3(j)(4) to the Executive of Code sections 416(i) and 409A.deferred amounts, provided that such distribution meets the requirements of Treas. Reg. Section 1.409A-3(j)(4).

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. For purposes of Code section Section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section Section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(41.409A-l(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section Section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section Section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section Section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section Section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections Sections 416(i) and 409A.

Section 409A. (ai) This Agreement is intended to comply with the requirements of Section 409A of the Code (together with the applicable regulations thereunder, “Section 409A”), and the Parties agree that it shall be administered accordingly, and interpreted and construed on a basis consistent with such intent. Notwithstanding anything herein to avoid the imposition contrary, no termination or other similar payments and benefits hereunder shall be payable on account of Executive’s termination of employment unless Executive’s termination of employment constitutes a “separation from service” within the meaning of Section 409A. To the extent any additional taxes reimbursements or in-kind benefit payments under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section this Agreement are subject to Section 409A, then such reimbursements and in-kind benefit or payment payments shall be provided made in full at accordance with Treasury Regulation §1.409A-3(i)(1)(iv). This Agreement may be amended to the earliest time thereafter when such sanctions will not be imposed. extent necessary (including retroactively) by Employer to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of taxes or interest under Section 409A. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment for Executive's compensation and benefits and Employer does not guarantee that any compensation or benefits provided under this Agreement shall will satisfy the provisions of Section 409A. (ii) If at the time of any payment hereunder Executive is considered to be a Specified Employee and such payment is required to be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section Section 409A, then then, to the extent required by Section 409A, such amount payments shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of to the date that is six (6) months after separation from service the Termination Date. For purposes of Section 409A, each payment made under this Agreement, or pursuant to Code section 409Aanother plan or arrangement, then notwithstanding anything will be treated as a separate payment. The term “Specified Employee” means any person who holds a position with Employer of senior vice president or higher and has compensation greater than that stated in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10Section 416(i)(1)(A)(i) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretionCode. The determination of key employees, including whether Executive is a Specified Employee shall be based upon the number and identity of persons considered key employees and twelve (12)-month period ending on each December 31st (such twelve (12)-month period is referred to below as the “identification period”). If Executive is determined to be a Specified Employee during the identification dateperiod, he or she shall be made by treated as a Specified Employee for purposes of this Agreement during the Board in accordance with twelve (12)-month period that begins on the provisions April 1st following the close of Code sections such identification period. For purposes of determining whether Executive is a Specified Employee under Section 416(i) and 409A.of the Code, compensation shall mean Executive’s W-2 compensation as reported by Employer for a particular calendar year.

Section 409A. (a) This The provisions of this Agreement shall and any payments made herein are intended to comply with, and should be interpreted consistent with, the requirements of Section 409A of the Code and any related regulations or other effective guidance promulgated thereunder (collectively, “Section 409A”). If any provision of this Agreement or any payment made hereunder fails to avoid meet the imposition requirements of Section 409A, neither the Bank, the Corporation nor any of their respective affiliates shall have any liability for any tax, penalty or interest imposed on Executive by Section 409A, and Executive shall have no recourse against the Bank, the Corporation or any of their respective affiliates for payment of any additional taxes under Code section 409A. If any such tax, penalty, or interest imposed by Section 409A. (b) Each installment payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment payable under this Agreement shall be treated as a separate payment and the right to a series of installment payments as defined under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. Treasury Regulation §1.409A-1(b)(41.409A-2(b)(2), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” (as determined under the Bank’s and the Corporation’s policy for identifying specified employees) on the date of Executive’s “separation from service” (within the meaning of Code section Section 409A) and if any portion of any severance amount payable hereunder would be considered “deferred compensation” under Section 409A, as determined by such portion shall not be paid on any date prior to the Board, in its sole discretionfirst business day after the date that is six months following Executive’s separation from service. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall first payment that can be made by shall include the Board cumulative amount of any amounts that could not be paid during such six-month period. Notwithstanding the foregoing, payments delayed pursuant to this six-month delay requirement shall commence earlier in accordance with the provisions event of Code sections 416(iExecutive’s death prior to the end of the six-month period. (c) Section 409A prohibits reimbursement payments from being made any later than the end of the calendar year following the calendar year in which the applicable expense is incurred or paid. Also under Section 409A, (i) the amount of expenses eligible for reimbursement during any calendar year may not affect the amount of expenses eligible for reimbursement in any other calendar year, and 409A.(ii) the right to reimbursement cannot be subject to liquidation or exchange for another benefit.

Section 409A. (a) This Agreement shall be interpreted Notwithstanding anything to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided contrary in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes , if Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code section 409Aof 1986, each payment under this Agreement shall be treated as a separate payment and amended (the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4“Code”), and the final regulations and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iiiguidance promulgated thereunder (“Section 409A”) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of Employee’s termination (other than due to death), then the Excess Amount severance benefits payable to Employee under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409AAgreement, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409Aif any, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the accumulated postponed amount shall be paid in a lump sum payment “Deferred Compensation Separation Benefits”) otherwise due to Employee on or within ten (10) days after the end of the six (6) month periodperiod following Employee’s termination shall accrue during such six (6) month period and shall become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s termination of employment. If All subsequent payments, if any, shall be payable in accordance with the Executive payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies during the postponement period following his or her termination but prior to the payment six month anniversary of the postponed amounthis or her date of termination, the amounts withheld on account of section 409A then any payments delayed in accordance with this paragraph shall be paid to the personal representative of the Executive’s estate within sixty (60) days payable in a lump sum as soon as administratively practicable after the date of the ExecutiveEmployee’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number death and identity of persons considered key employees and the identification date, all other Deferred Compensation Separation Benefits shall be made by the Board payable in accordance with the provisions payment schedule applicable to each payment or benefit. (b) It is the intent of Code sections 416(i) this Agreement to comply with the requirements of Section 409A so that none of the severance payments and 409A.benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions as are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A prior to actual payment to Employee

Section 409A. (ai) This It is the intention of the parties that Executive’s performance of the services under this Agreement and payments to Executive hereunder shall be interpreted to avoid not implicate Section 409A. In the imposition event that Executive’s performance of any additional taxes under Code section 409A. If the services or any payment or benefit cannot be provided or made at due to the time specified herein without incurring Executive hereunder would subject Executive to the additional taxes under Code section tax and interest imposed by Section 409A, then or any interest or penalties with respect to such benefit or payment additional tax, the Company shall be provided in full at modify this Agreement to make it compliant with Section 409A and maintain the earliest time thereafter when such sanctions will not be imposedvalue of the payments and benefits under the Agreement. The preceding provisionsIn no event, however, shall not be construed as a guarantee by the Company of be liable for any particular tax effect to tax, interest or penalty imposed on Executive under this Agreement. For purposes Section 409A or any damages for failing to comply with Section 409A. (ii) If at the time of Code section the Executive’s termination of employment, the Executive is a “specified employee,” under Section 409A, each any and all amounts payable under this Agreement on account of such termination of employment that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, the date of the Executive’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 409A; (B) benefits which qualify as excepted welfare benefits pursuant to Section 409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A. Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall is to be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (biii) To Any reimbursement payment or in-kind benefit due to Executive pursuant to Section 3(c), to the maximum extent permitted under Code section that such reimbursements or in-kind benefits are taxable to Executive, shall be paid on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. Executive agrees to provide prompt notice to the Company of any such expenses (and any other documentation that the Company may reasonably require to substantiate such expenses) in order to facilitate the Company’s timely reimbursement of the same. Reimbursements and in-kind benefits pursuant to Section 3(c) are not subject to liquidation or exchange for another benefit and the amount of such benefits that Executive receives in one taxable year shall not affect the amount of such reimbursements or benefits that Executive receives in any other taxable year. (iv) For purposes of Section 409A, the cash severance Executive’s right to receive any installment payments payable hereunder shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement are intended specifies a payment period with reference to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either a number of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six days (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrarye.g., payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment made within ten thirty (1030) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after following the date of termination), the Executive’s death. A “key employee” shall mean an employee who, at any time during actual date of payment within the 12-month specified period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by within the Board in accordance with sole discretion of the provisions of Code sections 416(i) and 409A.Company.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. For purposes of Code section Section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section Section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘“short-term deferral exception’ ” under Treas. Reg. §1.409A-1(b)(41.409A-l(b)(4), and any remaining amount is intended to comply with the ‘“separation pay exception’ ” under Treas. Reg. §1.409A-1(b)(9)(iii1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section Section 409A, then such amount shall hereinafter be referred to as the ‘“Excess Amount.’ ” If the Executive is a “key employee” of a publicly traded corporation under section Section 409A at the time of his her separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section Section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) 10 days after the end of the six (6) six-month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) 60 days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section Section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections Sections 416(i) and 409A.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount Award is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii“short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) or any successor provision; providedand, however, any amount payable to the Executive during maximum extent permitted, this Agreement shall be construed and administered consistent with such intent. Notwithstanding anything contained herein to the six-month period following contrary, if the Executive’s termination date that does not qualify within either Award fails to satisfy the requirements of the foregoing exceptions short-term deferral rule and is otherwise not exempt from, and therefore deemed as to be deferred compensation subject to, Section 409A, references in this Agreement (including in Section 4.1), to payment or settlement of amounts under this Agreement within the “short-term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4), shall not apply, and instead payments will be made on the applicable payment date or a later date within the same taxable year of the Grantee, or if such timing is administratively impracticable, by the 15th day of the third calendar month following the date specified herein. For clarity, the Grantee is not permitted to designate the taxable year of payment. Notwithstanding anything contained herein to the requirements of Code section 409Acontrary, then such amount shall hereinafter be referred to as if the ‘Excess Amount.’ If the Executive Grantee is a “key specified employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of a publicly traded corporation under section 409A at the time Code) as of his the date of the Grantee’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any Shares or other payment that would otherwise be made on the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and if payment will instead be issued in a lump sum on the date that is six months and one day after the date of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant (or upon death, if earlier), with the balance of the Shares and other payment issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the Shares or other payment is necessary to Code section 409Aavoid the imposition of taxation in respect of the Shares or other payment under Section 409A. A termination of employment or service shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts that are considered deferred compensation under Section 409A upon or following a termination of employment or service, then notwithstanding anything unless such termination is also a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) and the payment thereof prior to a “separation from service” would violate Section 409A. Each installment that becomes payable in respect of vested Performance Units subject to the Award is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). In no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of Section 409A. (b) In the event that the Company determines that any amounts payable hereunder may be taxable to the Grantee under Section 409A prior to the payment and/or delivery to the Grantee of such amount, the Committee may adopt such amendments to the Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Performance Units and this Agreement. (c) Notwithstanding any provision of this Agreement to the contrary, payment in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement and the terms of the Performance Units as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold the Grantee harmless from any or all of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.taxes or penalties.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment Performance-Based Share Unit Grant and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement these Grant Conditions are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4)Code Section 409A or an exemption, and any remaining amount is intended to comply with the ‘separation pay exception’ payments may only be made under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; providedthese Grant Conditions upon an event and in a manner permitted by Code Section 409A, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject extent applicable. Notwithstanding anything in these Grant Conditions to the requirements contrary, if required by Code Section 409A, if the Grantee is considered a “specified employee” for purposes of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section Section 409A at the time of his separation from service and if any payment of the Excess Amount under this Agreement these Grant Conditions is required to be delayed for a period of six (6) months after separation from service pursuant to Code section Section 409A, then notwithstanding anything in this Agreement to the contrary, such payment of such amount shall be delayed as required by Code section Section 409A, and the accumulated postponed amount payment amounts shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month 6)-month period. If the Executive Grantee dies during the postponement period prior to the payment of the postponed amountpayment, the amounts withheld on account of section Code Section 409A shall be paid to the personal representative of the ExecutiveGrantee’s estate within sixty (60) days after the date of the ExecutiveGrantee’s death. A “key employee” shall mean an employee whoNotwithstanding anything in these Grant Conditions to the contrary, at if the Performance Units are subject to Code Section 409A and if required by Code Section 409A, any time during the 12-month period ending on the identification date, is payments to be made upon a termination of employment under these Grant Conditions may only be made upon a “specified employeeseparation from service” under Code section 409ASection 409A. In no event may the Grantee, as determined by directly or indirectly, designate the Boardcalendar year of a payment, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board except in accordance with Code Section 409A. Notwithstanding anything in these Grant Conditions to the provisions contrary, if required by Code Section 409A, if CIC Earned Units are subject to Code Section 409A, and if a Change in Control is not a “change in control event” under Code Section 409A or the payment event does not occur upon or within two years following a “change in control event” under Code Section 409A, any vested CIC Earned Units shall be paid to the Grantee upon the Vesting Date and not on account of Code sections 416(i) and 409A.an earlier termination of employment.

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

Section 409A. (a) This The compensation and benefits under this Agreement shall are intended to comply with or be exempt from the requirements of Section 409A, and this Agreement will be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposeda manner consistent with that intent. The preceding provisionsprovision, however, shall not be construed as a guarantee by the Company Financial Institutions of any particular tax effect to the Executive under this Agreement. For purposes of Code section 409A, each Financial Institutions shall not be liable to the Executive for any payment made under this Agreement shall be treated as a separate that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment and the right to a series of installment payments made under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment.an amount includible in gross income under Section 409A. (b) To References to “termination of employment” and similar terms used in this Agreement mean, to the maximum extent permitted under Code section necessary to comply with Section 409A, the cash severance payments date that the Executive first incurs a “separation from service” within the meaning of Section 409A. (c) To the extent any reimbursement provided under this Agreement is includable in the Executive’s income, such reimbursements shall be paid to the Executive not later than December 31st of the year following the year in which the Executive incurs the expense and the amount of reimbursable expenses provided in one year shall not increase or decrease the amount of reimbursable expenses to be provided in a subsequent year. (d) Notwithstanding anything in this Agreement to the contrary, if at the time of the Executive’s separation from service with Financial Institutions, the Executive is a “specified employee” as defined in Section 409A, and any payment payable under this Agreement are intended as a result of such separation from service is required to comply be delayed by six months pursuant to Section 409A, then Financial Institutions will make such payment on the date that is six months and one day following the Executive’s separation from service with Financial Institutions. The amount of such payment will equal the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with sum of the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable payments that would have been paid to the Executive during the six-month period immediately following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if had the payment commenced as of the Excess Amount such date. Each payment under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed designated as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employeeseparate payment” under Code section 409A, as determined by within the Board, in its sole discretion. The determination meaning of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and Section 409A.

Section 409A. (a) This Agreement shall at all times be administered and the provisions of this Agreement shall be interpreted consistent with the requirements of Section 409A. For purposes of this Agreement, Section 409A shall refer to avoid Section 409A of the imposition Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury regulations and any other authoritative guidance issued thereunder. Any modification to the terms of this Agreement that would inadvertently result in an additional taxes under Code section 409A. If any payment or benefit cannot be tax liability on the part of the Director shall have no effect, provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided change in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee terms of the Agreement are rescinded by the Company earlier of any particular tax effect a date before the right is exercised (if the change grants a discretionary right) and the last day of the calendar year during which such change occurred. On or before December 31, 2008, if the Director wishes to Executive change his or her election as to the form or timing of the payment under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4)Director may do so by completing a Transition Relief Election Form, and provided that any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iiisuch election (i) or any successor provision; provided, however, any amount payable must be made prior to the Executive during Director’s separation from service, (ii) shall not take effect before the six-month period following the Executive’s termination date that does is 12 months after the date the election is made, (iii) cannot qualify within either of the foregoing exceptions apply to amounts that would otherwise be payable in 2008 and is deemed as deferred compensation subject to the requirements of Code section 409A, then such may not cause an amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything paid in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall 2008 that would otherwise be paid in a lump sum later year. Changes to elections under this Agreement after December 31, 2008: (i) may not accelerate the payment within ten of benefits, (10ii) days after the end of the six (6) month period. If the Executive dies during the postponement period must be made at least 12 months prior to the scheduled distribution date, and (iii) must postpone payment (or the commencement of payments) for at least five (5) years from the postponed amountscheduled distribution date. Despite any contrary provision of this Agreement, if, when a Director’s service terminates, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, Director is a “specified employee,” as defined in Section 409A of the Code, and if any payments under Code section 409Athis Agreement will result in additional tax or interest to the Director because of Section 409A of the Code, as determined by the BoardDirector shall not be entitled to the such payments until the earliest of (i) the date that is at least six months after termination of the Director’s employment for reasons other than the Director’s death, (ii) the date of the Director’s death, or (iii) any earlier date that does not result in its sole discretionadditional tax or interest to the Director under Section 409A of the Code. The determination A Director will be deemed to have a termination of key employees, including service for purposes of determining the number and identity timing of persons considered key employees and any payments under this Agreement only upon a “separation from service” within the identification date, shall be made by meaning of Section 409A of the Board in accordance with the provisions of Code sections 416(i) and 409A.Code.”

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount Award is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii“short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) or any successor provision; providedand, however, any amount payable to the Executive during maximum extent permitted, this Agreement shall be construed and administered consistent with such intent. Notwithstanding anything contained herein to the six-month period following contrary, if the Executive’s termination date that does not qualify within either Award fails to satisfy the requirements of the foregoing exceptions short-term deferral rule and is otherwise not exempt from, and therefore deemed as to be deferred compensation subject to, Section 409A, references in this Agreement (including in Section 4.1), to payment or settlement of amounts under this Agreement within the “short-term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4), shall not apply, and instead payments will be made on the applicable payment date or a later date within the same taxable year of the Grantee, or if such timing is administratively impracticable, by the 15th day of the third calendar month following the date specified herein. For clarity, the Grantee is not permitted to designate the taxable year of payment. Notwithstanding anything contained herein to the requirements of Code section 409Acontrary, then such amount shall hereinafter be referred to as if the ‘Excess Amount.’ If the Executive Grantee is a “key specified employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of a publicly traded corporation under section 409A at the time Code) as of his the date of the Grantee’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any Shares that would otherwise be made on the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and if payment will instead be issued in a lump sum on the date that is six months and one day after the date of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant (or upon death, if earlier), with the balance of the Shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the Shares is necessary to avoid the imposition of taxation in respect of the shares under Section 409A. A termination of employment or service shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts that are considered deferred compensation under Section 409A upon or following a termination of employment or service, unless such termination is also a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) and the payment thereof prior to a “separation from service” would violate Section 409A. Each installment of Shares that becomes payable in respect of vested Restricted Stock Units subject to the Award is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). In no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of Section 409A. (b) In the event that the Company determines that any amounts payable hereunder may be taxable to the Grantee under Code section 409ASection 409A prior to the payment and/or delivery to the Grantee of such amount, then notwithstanding anything in the Committee may adopt such amendments to the Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Restricted Stock Units and this Agreement. (c) Notwithstanding any provision of this Agreement to the contrary, payment in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Agreement and the terms of the Restricted Stock Units as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold the Grantee harmless from any or all of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.taxes or penalties.

Section 409A. (a) This Agreement is intended and shall be interpreted to avoid comply with, or satisfy an exemption from, Section 409A of the imposition Internal Revenue Code of 1986, as amended (“Code”), and the Treasury Regulations promulgated thereunder (collectively, “Section 409A”) such that there are no adverse tax consequences, interest or penalties under Section 409A because of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or payments made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect pursuant to Executive under this Agreement. Notwithstanding any other provisions in this Agreement, to the extent any provisions of this Agreement is determined to cause the Agreement to fail to meet any requirement of Section 409A, Sunbelt may in its sole discretion change such provisions in order to comply with Section 409A. For purposes of Code section Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. If any payment subject to Section 409A is contingent on the delivery of a release by Employee and the right to a series could occur in either of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409Atwo years, the cash severance payment will occur in the later year. For purposes of this Agreement, a termination of Employee’s employment, “resignation,” or words of similar import, as used in this Agreement, shall mean, with respect to any payments payable under this Agreement are subject to Section 409A (or otherwise intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4be exempt from Section 409A pursuant to Treasury Regulation 1.409A-1(m)), and a “separation from service” within the meaning of Section 409A (a “Separation from Service”). Notwithstanding any remaining amount other provision of this Agreement, if any payment or benefit provided to Employee in connection with his or her Separation from Service is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as considered nonqualified deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive under Section 409A and Employee is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required determined to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under as defined in Code section 409ASection 409A(a)(2)(B)(i), as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, then such payment or benefit shall be made by delayed without interest until six months after Employee’s Separation from Service (the Board “Delayed Payment Date”). Any and all payments that would otherwise have been paid before the Delayed Payment Date shall be paid to Employee in a lump sum on the day immediately following the Delayed Payment Date or, if earlier, within thirty (30) days of Employee’s death, and any remaining payments shall be paid in accordance with their original schedule. To the provisions extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Employee shall be paid to Employee no later than December 31st of Code sections 416(i) and the year following the year in which the expense was incurred. Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to Employee. In no event shall Sunbelt be liable for any taxes, interest, penalties, or other expenses as the result of non-compliance with Section 409A.

Section 409A. Notwithstanding the other provisions hereof, this Agreement is intended to comply with or otherwise be exempt from the requirements of Section 409A of the Code and the regulations and administrative guidance promulgated thereunder (a) This “Section 409A”), to the extent applicable, and this Agreement shall be interpreted to avoid the imposition of any additional taxes or penalty sanctions under Code section Section 409A. If any payment Accordingly, all provisions herein, or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409Aincorporated by reference, then such benefit or payment shall be provided in full at construed and interpreted to comply with or otherwise be exempt from Section 409A. No interest will be payable with respect to any amount paid within a time period permitted by, or delayed because of, Section 409A. All payments to be made upon a termination of the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive Participant’s employment under this Agreement. Agreement that constitute deferred compensation for purposes of Section 409A may only be made upon a “separation from service” under Section 409A. For purposes of Code section Section 409A, each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate paymentspayment. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any Any amount payable to the Executive Participant pursuant to this Agreement during the six-six (6) month period immediately following the Executivedate of the Participant’s termination date of employment that does is not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section otherwise exempt from Section 409A, then such amount shall hereinafter be referred to as the ‘“Excess Amount.’ ” If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his the Participant’s separation from service and if payment of service, the Excess Amount under this Agreement is Company’s (or any entity required to be delayed aggregated with the Company under Section 409A) stock is publicly-traded on an established securities market or otherwise and the Participant is a “specified employee” (as defined in Section 409A), then the Company shall postpone the commencement of the payment of Excess Amount for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to following the contrary, payment date of such amount shall be the Participant’s termination of employment. The delayed as required by Code section 409A, and the accumulated postponed amount Excess Amount shall be paid in a lump sum payment within ten to the Participant on the Company’s first normal payroll date following the date that is six (106) days after months following the end date of the Participant’s termination of employment. If the Participant dies during such six (6) month period. If the Executive dies during the postponement period and prior to the payment of the postponed amount, portion of the amounts withheld Excess Amount that is required to be delayed on account of section 409A Section 409A, such Excess Amount shall be paid to the personal representative of the ExecutiveParticipant’s estate within sixty (60) days after the date of the ExecutiveParticipant’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A..

Section 409A. It is intended that this Agreement comply with or be exempt from Section 409A of the Code and the Treasury Regulations and IRS guidance thereunder (a) This collectively referred to as “Section 409A”). Notwithstanding anything to the contrary in this Agreement, this Agreement shall, to the maximum extent possible, be administered, interpreted, and construed in a manner consistent with Section 409A. If and to the extent required to comply with Section 409A, no payment or benefit required to be paid under this Agreement on account of termination of the Executive’s employment shall be interpreted to avoid made unless and until the imposition Executive has a “separation from service” within the meaning of any additional taxes under Code section Section 409A. If any provision of this Agreement provides for payment or benefit cannot be provided or made at within a time period, the time specified herein without incurring additional taxes under Code section 409A, then determination of when such benefit or payment shall be provided made within such time period shall be solely in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisionsdiscretion of the Company; provided, however, that if for the period for providing and not revoking a Release at Section 2.4 below spans two calendar years, no payment shall not be construed as a guarantee by made until the Company second calendar year. In the case of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment amounts payable under this Agreement shall that may be treated as a separate payment and payable in the right to form of “a series of installment payments,” as defined in Treasury Regulation Section 1.409A-2(b)(2)(iii), the right to receive such payments under this Agreement shall be treated as a right to receive a series of separate paymentspayments for purposes of such Treasury Regulation. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key specified employee” as determined pursuant to Section 409A as of a publicly traded corporation under section 409A at the time date of his separation from service termination of employment and if any payment of the Excess Amount under or benefit provided for in this Agreement is required or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A and (y) cannot be paid or provided in the manner otherwise provided without subjecting the Executive to additional tax, interest, or penalties under Section 409A, then any such payment or benefit shall be delayed for a period until the earlier of (i) the date which is six (6) months after the Executive’s “separation from service pursuant service” within the meaning of Section 409A for any reason other than death, or (ii) the date of the Executive’s death. Any payment or benefit otherwise payable or to Code section 409A, then notwithstanding anything in this Agreement be provided to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid Executive upon or in a lump sum payment within ten (10) days after the end of the six (6) month period. If period following “separation from service” that is not so paid or provided by reason of this Section 2.3 shall be accumulated and paid or provided to the Executive dies during in a single lump sum, as soon as practicable (and in all events within 15 days) after the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of date that is six (6) months after the Executive’s estate “separation from service” (or, if earlier, as soon as practicable, and in all events within sixty fifteen (6015) days days, after the date of the Executive’s death). A “key employee” shall mean an employee whoAll subsequent payments or benefits, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification dateif any, shall be made by the Board payable or provided in accordance with the provisions payment schedule applicable to each payment or benefit. It is the intent of Code sections 416(i) this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so comply. The Company and the 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 desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A.

Section 409A. To the extent (ai) This Agreement shall be interpreted any payments to avoid which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with Company constitute deferred compensation subject to Section 409A of the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made and (ii) Executive is deemed at the time specified herein without incurring additional taxes of such termination of employment to be a “specified” employee under Code section 409ASection 409A of the Code, then such benefit payment or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, payments shall not be construed as a guarantee by made or commence until the Company earlier of any particular tax effect to Executive under this Agreement. For purposes (A) the expiration of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may six (6)-month period measured from the Executive, directly ’s “separation from service” (within the meaning of Section 409A of the Code); or indirectly, designate (B) the calendar year date of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘Executive’s death following such “separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provisionfrom service”; provided, however, any amount payable that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including (without limitation) the additional twenty percent (20%) tax for which Executive during the six-month period following the Executive’s termination date that does not qualify within either would otherwise be liable under Section 409A(a)(1)(B) of the foregoing exceptions and is deemed as deferred compensation subject to Code in the requirements absence of Code section 409A, then such amount shall hereinafter be referred to as deferral. Upon the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment expiration of the Excess Amount under applicable deferral period, any payments which would have otherwise been made during that period in the absence of this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A paragraph shall be paid to Executive or Executive’s beneficiary in one lump sum (without interest). To the personal representative extent that any provision of this Agreement is ambiguous as to its exemption or compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder are exempt from Section 409A to the maximum permissible extent, and for any payments where such construction is not tenable, that those payments comply with Section 409A to the maximum permissible extent. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement (or referenced in this Agreement) are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” regulations under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and Section 409A.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with Section 409A of the ‘Code, including the exceptions for short-term deferrals, separation pay exception’ arrangements, reimbursements, and in-kind distributions, and shall be administered, construed and interpreted in accordance with such intent. Each payment under Treas. Reg. §1.409A-1(b)(9)(iii) this Agreement or any benefit plan of Employer is intended to be treated as one of a series of separate payments for purposes of Section 409A of the Code. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Section 409A of the Code, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provision; provided, however, any amount payable provisions). Notwithstanding anything herein to the contrary, to the extent Executive during the six-month period following the Executive’s termination date that does not qualify within either is considered a “specified employee” (as defined in Section 409A of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A Code) at the time of his separation from service and if would be entitled to a payment upon separation from service during the six-month period beginning on Executive’s date of termination that is not otherwise excluded under Section 409A of the Excess Amount Code under the exception for short-term deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exemption, the payment shall not be made to Executive until the earlier of the six-month anniversary of Executive’s date of termination or Executive’s death and shall be accumulated and paid on the first day of the seventh month following the date of termination. Employer cannot guarantee that the Transition Benefits provided under this Agreement is required to be delayed for shall satisfy all applicable provisions of Section 409A of the Code. Whenever a payment specifies a payment period, the actual date of payment within such specified period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409Awithin the sole discretion of Employer, and Executive shall have no right (directly or indirectly) to determine the accumulated postponed amount shall be paid year in which such payment is made. In the event a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to straddles two consecutive calendar years, the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made in the later of such calendar years. The payment of any compensation or benefit that is subject to the requirements of Section 409A of the Code may not be accelerated except to the extent permitted by Section 409A of the Board in accordance with the provisions of Code sections 416(i) and 409A.Code.

Section 409A. All amounts payable under this Agreement are intended to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (a) This Agreement shall the “Code”), and the regulations thereunder (collectively, “Section 409A”). To the extent required to comply with or be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit canexempt from Section 409A, you will not be provided or made considered to have terminated employment with the Company for purposes of this Agreement, and no payment will be due to you under this Agreement, until you have incurred a “separation from service” from the Company within the meaning of Section 409A (after giving effect to the presumptions set forth therein). If you are determined to be a “specified employee” at the time specified herein without incurring of your separation from service then, to the extent necessary to prevent any accelerated or additional taxes tax under Code section Section 409A, then such benefit or payment shall be provided in full at of the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive amounts payable under this AgreementAgreement will be delayed until the earlier of (i) the date that is six months and one day following your separation from service or (ii) your death. For purposes of Code section 409A, each payment under Each amount paid to you pursuant to this Agreement shall be treated as a separate payment for purposes of Section 409A and the right to a series of installment payments under this Agreement shall be treated as a the right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section required to comply with Section 409A, if the cash period available to execute (and not revoke) the Separation Agreement spans two calendar years, the Cash Severance Payment, the COBRA Payment, the Change in Control Severance Payment or the Death/Disability Payment will be paid in the second calendar year. To the extent required to comply with Section 409A, a Change in Control will not be deemed to occur for purposes of this Agreement unless it is a “change in control event” as defined in Section 1.409A-3(i)(5)(i) of the Treasury Regulations, and if it is not a “change in control event,” payment of the severance payments described in Section 1(b) of this Agreement shall instead be paid as provided under Section 1(a) of this Agreement (unless the severance, or portion thereof, could be paid earlier without resulting in adverse tax consequences under Section 409A). Any reimbursement payable under this Agreement are intended that is subject to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount Section 409A is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements following additional rules: (A) the amount of Code section 409A, then such expenses eligible for reimbursement during any taxable year shall not affect the amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment expenses eligible for reimbursement in any other taxable year; (B) reimbursement of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount expense shall be delayed as required by Code section 409Amade, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after if at all, promptly, but not later than the end of the six calendar year following the calendar year in which the expense was incurred, and (6C) month periodthe right to reimbursement shall not be subject to liquidation or exchange for any other benefit. If Notwithstanding the Executive dies during the postponement period prior foregoing or anything to the payment contrary in this Agreement, neither the Company nor any other person will be liable to you by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted with respect to any of the postponed amountpayments under this Agreement, the amounts withheld on account of section 409A shall be paid to the personal representative including by reason of the Executive’s estate within sixty (60) days after failure of this Agreement to satisfy the date applicable requirements of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, Section 409A in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board form or in accordance with the provisions of Code sections 416(i) and 409A.operation.

Section 409A. (a) This Letter Agreement is intended to comply with Section 409A of the Code and its corresponding regulations, or an exemption, and payments, rights and benefits may only be made or satisfied under this Letter Agreement upon an event and in a manner permitted by Section 409A, to the extent applicable. Severance benefits under this Letter Agreement are intended to be exempt from Section 409A under the “separation pay exception,” to the maximum extent applicable. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be interpreted to avoid paid under the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreementapplicable exception. For purposes of Code section the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Letter Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A deferral election rules and the right to a series of installment payments exclusion under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘Section 409A for certain short-term deferral exception’ under Treasamounts. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable Notwithstanding anything in this Letter Agreement to the Executive during the six-month period following the Executive’s termination date that does not qualify within either contrary, if you are considered a “specified employee” for purposes of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section Section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and (i) if payment of the Excess Amount any amounts under this Letter Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section Section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount amounts shall be delayed as required by Code section Section 409A, and the accumulated postponed amount amounts and interest on such amounts (calculated based on the Applicable Federal Rate in effect on the date of termination) shall be paid in a lump sum payment within ten (10) days after the end of the six-month period and (ii) in the event any equity compensation awards held by you that vest upon termination of your employment constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, the delivery of Shares or cash (as applicable) in settlement of such awards shall be made on the earliest permissible payment date (including the date that is six (6months after separation from service pursuant to Section 409A) month periodor event under Section 409A on which the Shares or cash would otherwise be delivered or paid. If the Executive dies you die during the postponement period prior to the payment of the postponed amountany amounts or benefits or delivery of Shares, the amounts withheld and entitlements delayed on account of section Section 409A shall be paid or provided to the personal representative of the Executive’s your estate within sixty (60) 60 days after the date of your death. (b) All payments to be made upon a termination of employment under this Letter Agreement may only be made upon a “separation from service” under Section 409A. In no event may you, directly or indirectly, designate the Executive’s deathcalendar year of a payment. A Any payments and/or equity awards which constitute nonqualified deferred compensation under Section 409A which are payable upon a Change in Control shall only be paid upon transactions or events which give rise to a “key employeechange in ownership or effective control” or a change in the “ownership of a substantial portion of the assets” of the Company under Section 409A of the Code, and the rulings and regulations issued thereunder, and in the event such transactions or events do not give rise to a “change in ownership or effective control” or a change in the “ownership of a substantial portion of the assets” of the Company, such amounts shall mean an employee who, at any time during the 12-month period ending become vested and nonforfeitable but shall be distributed on the identification date, is a “specified employee” otherwise applicable distribution date or event. All reimbursements and in-kind benefits provided under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, this Letter Agreement shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in this Letter Agreement); (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and 409A.(iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Any tax gross-up payments payable under this Letter Agreement shall be paid no later than the date on which the taxes on the underlying income or imputed income are due to the applicable tax authority, and in any event prior to the end of the calendar year next following the calendar year in which the applicable taxes (and any income or other related taxes or interest or penalties thereon) are remitted to the applicable taxing authority.

Section 409A. (a) 8.1. This Agreement is intended to comply with Section 409A of the Code, as amended (“Section 409A”) and shall be interpreted to avoid construed accordingly. It is the imposition intention of any additional taxes the Parties that payments or benefits payable under Code section 409A. If any payment or benefit canthis Agreement not be provided subject to the additional tax or made at interest imposed pursuant to Section 409A. To the time specified herein without incurring additional taxes under Code section extent such potential payments or benefits are or could become subject to Section 409A, then the Parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such benefit tax or payment shall be provided in full at the earliest time thereafter when such sanctions will not be interest being imposed. The preceding provisions; provided, however, that no such amendment shall not materially increase the cost to, or impose any liability on Company with respect to any benefits contemplated or provided hereunder. Executive shall, at the request of Company, take any reasonable action (or refrain from taking any action), required to comply with any correction procedure promulgated pursuant to Section 409A. 8.2. If a payment that could be construed as a guarantee by the Company of any particular tax effect to Executive made under this Agreement. For purposes of Code section Agreement would be subject to additional taxes and interest under Section 409A, each Company in its sole discretion may accelerate some or all of a payment otherwise payable under the Agreement to the time at which such amount is includible in the income of Executive, provided that such acceleration shall only be permitted to the extent permitted under Treasury Regulation § 1.409A-3(j)(4)(vii) and the amount of such acceleration does not exceed the amount permitted under Treasury Regulation § 1.409A-3(j)(vii). 8.3. No payment to be made under this Agreement shall be treated as made at a separate time earlier than that provided for in this Agreement unless such payment is (i) an acceleration of payment permitted to be made under Treasury Regulation § 1.409A-3(j)(4) or (ii) a payment that would otherwise not be subject to additional taxes and the interest under Section 409A. 8.4. The right to a series of installment payments under each payment described in this Agreement shall be treated as a right to a series of separate paymentspayments and a separately identifiable payment for purposes of Section 409A. 8.5. In no event may For purposes of Section 6 of this Agreement, “termination” (or any similar term) when used in reference to Executive’s employment shall mean “separation from service” with Company within the Executivemeaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder, directly or indirectlyand Executive shall be considered to have terminated employment with Company when, designate and only when, Executive incurs a “separation from service” with Company within the calendar year meaning of paymentSection 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder. (b8.6. If Executive qualifies as a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions Code and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if would receive any payment of the Excess Amount under this Agreement is required to be delayed for a period of sooner than six (6) months after Executive’s separation from service that, absent the application of this Section 18(f), would be subject to additional tax imposed pursuant to Code section 409ASection 409A as a result of such status as a specified employee, then notwithstanding anything in this Agreement to such payment shall instead be payable on the contrary, payment date that is the earliest of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10i) days after the end of the six (6) month periodmonths after Executive’s separation from service, (ii) Executive’s death, or (iii) such other date as will not result in such payment being subject to such additional tax. 8.7. If the Executive dies during the postponement period prior A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the postponed amountmeaning of Code Section 409A and, the amounts withheld on account for purposes of section 409A shall be paid any such provision of this Agreement, references to the personal representative a “termination,” “termination of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employeeemployment” or like terms shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.separation from service.”

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘requirements of Section 409A of the Code and shall be interpreted and construed consistently with such intent. The payments to the Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exception’ under Treas. Reg. exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or any successor provision; providedas short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount for this purpose each payment shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is constitute a “key employeeseparately identified” amount within the meaning of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding Treasury Regulation §1.409A-2(b)(2). Notwithstanding anything in this Agreement to the contrary, in the event that any amounts payable (or benefits provided) under this Agreement are subject to the provisions of Section 409A of the Code, to the extent determined necessary, the parties agree to amend this Agreement in the least restrictive manner necessary to avoid imposition of any additional tax or income recognition on the Executive under Section 409A of the Code, the final Treasury Regulations and other Internal Revenue Service guidance thereunder (“409A Penalties”); provided, that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. In addition, to the extent necessary to comply with Section 409A of the Code, references to termination of employment (and similar phrases) in this Agreement shall be interpreted in a manner that is consistent with the term “separation from service” under Section 409A(a) (2)(A)(i) of the Code and final Treasury Regulations and other Internal Revenue Service guidance thereunder. To the extent that any right to reimbursement of expenses or payment of such amount shall be delayed as required by Code section 409A, and any benefit in-kind under this Agreement constitutes “nonqualified deferred compensation” (within the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end meaning of Section 409A of the six Code), (6i) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, such expense reimbursement shall be made by the Board Company no later than the last day of the taxable year following the taxable year in accordance with which such expense was incurred by Executive, (ii) the provisions right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of Code sections 416(i) expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. Notwithstanding any other provision of this Agreement to the contrary, if any payment or benefit provided pursuant to the terms of this Agreement is a direct payment or a substitute or replacement for a right to payment that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, including, to the extent applicable, amounts payable under another plan or agreement between the Executive and 409A.the Company or any of its affiliates or predecessors (the “Protected Amount”), then the applicable payment or benefit to be paid or provided under this Agreement shall be paid or provided at the same time and in the same form as the corresponding Protected Amount.

Section 409A. (a) This Agreement is intended to comply with the requirements of Code Section 409A. Accordingly, all provisions herein shall be construed and interpreted to avoid the imposition of comply with Code Section 409A and if necessary, any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment provision shall be provided in full at deemed amended to comply with Code Section 409A and the earliest time thereafter when such sanctions will not be imposedregulations thereunder. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement hereunder shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year payments for purposes of payment.Code Section 409A. (b) To Notwithstanding any provision to the maximum extent permitted contrary in this Agreement, no payments or benefits to which Executive becomes entitled under Paragraph 5 of this Agreement (other than the reimbursement of healthcare premium payments during the applicable period of COBRA coverage) shall be made or paid to Executive prior to the earlier of (i) the first day of the seventh (7th) month following the date of his Separation from Service due to such termination of employment or (ii) the date of his death, if Executive is deemed, pursuant to the procedures established by the Compensation Committee in accordance with the applicable standards of Code section Section 409A and the Treasury Regulations thereunder and applied on a consistent basis for all for all non-qualified deferred compensation plans of the Employer Group subject to Code Section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key specified employee” of a publicly traded corporation under section 409A at the time of his separation such Separation from service Service and if payment such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the Excess Amount under this Agreement is required to be delayed for a period of six (6applicable Code Section 409A(a)(2) months after separation from service deferral period, all payments deferred pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount Subparagraph 7(b) shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amountExecutive, the amounts withheld on account of section 409A and any remaining payments due under this Agreement shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions normal payment dates specified for them herein. The specified employees subject to such a delayed commencement date shall be identified as of Code sections 416(i) and 409A.December 31 of each calendar year. If Executive is so identified as of any such December 31, he shall have specified employee status for the twelve (12)-month period beginning on April 1 of the following calendar year.

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

Section 409A. (a) This The Agreement is intended to comply with the requirements of section 409A of the Code or an exemption and shall in all respects be administered in accordance with section 409A. Severance payments shall be interpreted made under the section 409A “separation pay” exception, to avoid the imposition maximum extent possible, and then under the section 409A “short-term deferral” exception or another applicable exception. Notwithstanding anything in the Agreement to the contrary, distributions upon termination of any additional taxes employment may only be made upon a “separation from service” as determined under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each Each payment under this Agreement shall be treated as a separate payment and the right to a series for purposes of installment payments under this Agreement shall be treated as a right to a series of separate payments. section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. In no event shall the timing of the Participant’s execution of the Release, directly or indirectly, result in the Participant designating the calendar year of payment. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code. In the event the parties determine that the terms of this Agreement do not comply with section 409A, they will negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (in a manner that attempts to minimize the economic impact of such amendment on the Executive and the Company) within the time period permitted by the applicable Treasury Regulations. (b) To Notwithstanding anything in the maximum extent permitted under Code Agreement to the contrary, if required by section 409A409A of the Code, the cash severance payments payable any amount that is considered deferred compensation under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed postponed pursuant to section 409A, which shall include certain of the payments under Section 4(b)(3) (other than upon the Executive’s death), shall be postponed for a period of six (6) months after separation from service pursuant to Code section 409Aservice, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the 409A. The accumulated postponed amount shall be paid with interest at the applicable federal rate as provided under section 7872(f)(2)(A) of the Code in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) 60 days after the date of the Executive’s his death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A..

Section 409A. (a) This Agreement shall be interpreted The amounts payable pursuant to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-short term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended exception to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either Section 409A of the foregoing exceptions Code and is deemed as deferred compensation subject to the requirements of Code section regulations issued thereunder (“Section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service ”) and if payment of the Excess Amount under this Agreement is required to shall be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding interpreted accordingly. Notwithstanding anything in this Agreement contained herein to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of extent that the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, Recipient is a “specified employee” under Code section within the meaning of Section 409A, as determined no amount that may constitute a deferral of compensation and is not otherwise exempt from Section 409A which is payable on account of the Recipient’s separation from service shall be paid to the Recipient before the date (the “Delayed Payment Date”) which is first day of the seventh month after the Recipient’s Date of Separation or, if earlier, the date of the Recipient’s death following such date of separation. All such amounts that would, but for this Section 4(i), become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. No interest will be paid by the BoardGeneral Partner or an Affiliate with respect to any such delayed payments. In the event that the General Partner or an Affiliate determines that any amounts payable hereunder shall be taxable to the Recipient under Section 409A prior to payment to the Recipient, then, notwithstanding anything contained herein to the contrary, the General Partner may (i) adopt amendments to this Agreement, including amendments with a retroactive effect, that such party deems necessary or appropriate to preserve the intended tax treatment of the benefits provided hereunder and/or (ii) take such other action as such party deems necessary or appropriate to avoid the imposition of tax under Section 409A. Notwithstanding the foregoing, in its sole discretion. The determination no event shall the General Partner or an Affiliate be liable for any tax, interest or penalties that may be imposed on the Recipient under Section 409A. For purposes of key employeesSection 409A, including the number and identity of persons considered key employees and the identification date, each payment or amount due under this Agreement shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.considered a separate payment.

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

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

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

Section 409A. (a) This The compensation and benefits under this Agreement shall are intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other official guidance promulgated and issued thereunder (collectively, “Section 409A”), and this Agreement will be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. a manner consistent with that intent. b) The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive you under this Agreement. For purposes of Code section 409A, each The Company shall not be liable to you for any payment made under this Agreement shall be treated as a separate that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment and the right to a series of installment payments made under this Agreement shall be treated as a right an amount includible in gross income under Section 409A. c) References to a series “termination of separate payments. In no event may employment” and similar terms used in this Agreement mean, to the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section necessary to comply with Section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is you first incur a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment service” within the meaning of the Excess Amount under this Agreement is required to be delayed for a period of six (6Section 409A. d) months after separation from service pursuant to Code section 409A, then notwithstanding Notwithstanding anything in this Agreement to the contrary, payment if at the time of such amount shall be delayed as required by Code section 409A, and your separation from service with the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is Company you are a “specified employee” under Code section as defined in Section 409A, and any payment payable under this Agreement as determined a result of such separation from service is required to be delayed by six months pursuant to Section 409A, then the Board, in its sole discretionCompany will make such payment on the date that is six months following your separation from service with the Company. The determination amount of key employees, including such payment will equal the number and identity sum of persons considered key employees and the identification payments that would have been paid to you during the six-month period immediately following your separation from service had the payment commenced as of such date, . Each payment under this Agreement shall be made by designated as a “separate payment” within the Board in accordance with the provisions meaning of Code sections 416(i) and Section 409A.

Section 409A. (a) 18.1 This Agreement is intended to comply with Section 409A of the Code and its corresponding regulations, or an exemption, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code shall be interpreted paid under the applicable exception. Notwithstanding anything in this Agreement to avoid the imposition contrary, if required by Section 409A of the Code, if the Executive is considered a “specified employee” for purposes of Section 409A of the Code and if payment of any additional taxes amounts under Code section 409A. If any this Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 409A of the Code, payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then of such benefit or payment amounts shall be provided delayed as required by Section 409A of the Code, and the accumulated amounts shall be paid in full at a lump sum payment within ten days after the earliest time thereafter when such sanctions will not end of the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A of the Code shall be imposed. The preceding provisions, however, shall not paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. 18.2 All payments to be construed as made upon a guarantee by the Company termination of any particular tax effect to Executive employment under this AgreementAgreement may only be made upon a “separation from service” under Section 409A of the Code. For purposes of Code section 409ASection 409A of the Code, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. (b) To . All reimbursements and in-kind benefits provided under the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 409A of the Code, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (b) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (c) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and 409A.(d) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

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

Section 409A. Notwithstanding any provision of the Agreement to the contrary, the following provisions shall apply for purposes of complying with Section 409A of the Internal Revenue Code and applicable Treasury authorities (a“Section 409A”): a. If Employee is a “specified employee,” as such term is defined in Section 409A and determined as described below in this Section 6.04, any payments payable as a result of Employee’s Termination (other than death or Disability) shall not be payable before the earlier of (i) the date that is six months after Employee’s Termination, (ii) the date of Employee’s death, or (iii) the date that otherwise complies with the requirements of Section 409A. This Agreement Section 6.04a shall be interpreted to avoid the imposition applied by accumulating all payments that otherwise would have been paid within six months of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then Employee’s Termination and paying such benefit or payment shall be provided in full accumulated amounts at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by date which complies with the Company requirements of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement Section 409A. Employee shall be treated as a separate payment and “specified employee” for the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the sixtwelve-month period following the Executive’s termination date that does not qualify within either beginning on April 1 of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive a year if Employee is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment as defined in Section 416(i) of the Excess Amount Internal Revenue Code (without regard to Section 416(i)(5)) as of December 31 of the preceding year. b. If any provision of the Agreement would result in the imposition of an applicable tax under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section Section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, Employee and the accumulated postponed amount shall Company agree that such provision will be paid in a lump sum payment within ten (10) days after the end reformed to avoid imposition of the six (6) month period. If the Executive dies during the postponement period prior applicable tax and no action taken to the payment of the postponed amount, the amounts withheld on account of section comply with Section 409A shall be paid deemed to the personal representative of the Executiveadversely affect Employee’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.rights or benefits hereunder.

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

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. For purposes of Code section Section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section Section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘“short-term deferral exception’ ” under Treas. Reg. §1.409A-1(b)(41.409Al(b)(4), and any remaining amount is intended to comply with the ‘“separation pay exception’ ” under Treas. Reg. §1.409A-1(b)(9)(iii1.409A-l(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section Section 409A, then such amount shall hereinafter be referred to as the ‘“Excess Amount.’ ” If the Executive is a “key employee” of a publicly traded corporation under section Section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section Section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section Section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) 10 days after the end of the six (6) six-month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) 60 days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section Section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and #91155124v3 identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections Sections 416(i) and 409A.

Section 409A. (a) 18.1 This Agreement is intended to comply with Section 409A of the Code and its corresponding regulations, or an exemption, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code shall be interpreted paid under the applicable exception. Notwithstanding anything in this Agreement to avoid the imposition contrary, if required by Section 409A of the Code, if the Executive is considered a “specified employee” for purposes of Section 409A of the Code and if payment of any additional taxes amounts under Code section 409A. If any this Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 409A of the Code, payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then of such benefit or payment amounts shall be provided delayed as required by Section 409A of the Code, and the accumulated amounts shall be paid in full at a lump sum payment within ten days after the earliest time thereafter when such sanctions will not end of the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A of the Code shall be imposed. The preceding provisions, however, shall not paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. 18.2 All payments to be construed as made upon a guarantee by the Company termination of any particular tax effect to Executive employment under this AgreementAgreement may only be made upon a “separation from service” under Section 409A of the Code. For purposes of Code section 409ASection 409A of the Code, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. (b) To . All reimbursements and in-kind benefits provided under the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 409A of the Code, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (b) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (c) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and 409A.(d) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. (a) This 14.1. It is the intention of the Company that all payments and benefits under this Agreement shall be made and provided in a manner that is either exempt from or intended to avoid taxation under Section 409A, to the extent applicable. Any ambiguity in this Agreement shall be interpreted to avoid comply with the imposition above. The Executive acknowledges that the Company has made no representations as to the treatment of any additional taxes under Code section 409A. If any payment the compensation and benefits provided hereunder and the Executive has been advised to obtain his own tax advice. 14.2. Each amount or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect payable pursuant to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as deemed a separate payment and the right to a series for purposes of installment payments Section 409A. 14.3. For all purposes under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, howeverAgreement, any amount payable iteration of the word “termination” (e.g., “terminated”) with respect to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409Aemployment, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is mean a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment within the meaning of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding Section 409A. 14.4. Notwithstanding anything in this Agreement to the contrary, in the event the stock of the Company is publicly traded on an established securities market or otherwise and the Executive is a “specified employee” (as determined under the Company’s administrative procedure for such determinations, in accordance with Section 409A) at the time of the Executive’s termination of employment, any payments under this Agreement that are deemed to be deferred compensation subject to Section 409A shall not be paid or begin payment until the earlier of (i) the Executive’s death or (ii) the first payroll date following the six (6) month anniversary of the Executive’s date of termination of employment. If the payment of such amount shall be any amounts under this Agreement are delayed as required by Code section 409Aa result of the previous sentence, and on the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after first payroll date following the end of the six (6) month period. If , the Company shall pay the Executive dies during the postponement period prior a lump-sum amount equal to the payment of the postponed amount, the cumulative amounts withheld on account of section 409A shall be that would have otherwise been previously paid to the personal representative Executive under this Agreement during such six (6) month period, plus accrued interest on such cumulative amounts at a per annum rate of interest equal to the prime rate for large banks, as published in the Wall Street Journal on the Executive’s estate within sixty date of termination, for the period beginning on (60and including) days after the date of termination through (and excluding) the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination date of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.payment.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with Section 409A of the ‘separation pay exception’ Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under TreasSection 409A of the Code. Reg. §1.409A-1(b)(9)(iii) Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any successor provision; providedportion of any taxes, howeverpenalties, any amount payable to interest or other expenses that may be incurred by the Executive during the sixGrantee on account of non-month period following the Executive’s termination date that does not qualify within either compliance with Section 409A of the foregoing exceptions and Code. If the Company concludes that this Agreement is deemed as deferred compensation subject to the requirements of Code section Section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at neither the time nor the schedule of his separation from service and if the payment of the Excess Amount under pRSUs may be accelerated or subject to a further deferral except as permitted pursuant to Section 409A of the Code and the applicable regulations. In addition, if the Company concludes that this Agreement is required subject to be delayed for a period of six (6) months after separation from service pursuant to Code section Section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall the pRSUs may be delayed as required by only in accordance with Section 409A of the Code section 409A, and the accumulated postponed amount shall applicable regulations. Date: By: Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: President and CEO The Grantee hereby accepts the foregoing Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above. [Employee Name] ▇▇▇▇▇▇▇’s Address: Goal(Each Performance Measure Shall be paid Allocated Equally and Individually at 50%) Threshold50% Target100% Maximum200% Relative Total Shareholder Return (rTSR) A 50% payout will be made if the Company’s rTSR for the Performance Period places it in a lump sum payment within ten (either the Threshold, Target, or Maximum range as shown to the right. 20th Percentile 50th Percentile 80th Percentile Market Share A 50% payout will be made if the Company’s Market Share metric for the Performance Period places it in either the Threshold, Target, or Maximum range as shown to the right. > 0% 5% 10) % Certification: No later than 90 days after the end of the six (6) month period. If Performance Period, the Executive dies during Committee shall determine and certify the postponement period prior to the payment level of attainment, if any, of the postponed amountPerformance Goals and the resulting number of pRSUs earned and vested. Payouts between performance levels will be determined based on straight line interpolation. The Committee may modify a Performance Goal, in whole or in part, as it deems appropriate, if it determines that a change in the amounts withheld on account of section 409A shall be paid to the personal representative business, operations, corporate structure or capital structure of the Executive’s estate within sixty (60Company or the manner in which the Company conducts its business, or other unusual or non-recurring events or circumstances render the Performance Goal(s) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall to be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.unsuitable.

Section 409A. (a) A. This Agreement shall is intended to comply with section 409A of the Code and its corresponding regulations, or an exemption, and payments may only be interpreted to avoid the imposition of any additional taxes made under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code this Agreement upon an event and in a manner permitted by section 409A, then such benefit to the extent applicable. Any payments that qualify for the “short-term deferral” exception or payment another exception under section 409A shall be provided paid under the applicable exception. Notwithstanding anything in full at this Agreement to the earliest time thereafter when such sanctions will not be imposed. The preceding provisionscontrary, howeverif required by section 409A, shall not be construed as if the Executive is considered a guarantee by the Company “specified employee” for purposes of section 409A and if payment of any particular tax effect to Executive amounts under this AgreementAgreement is required to be delayed for a period of six months after separation from service pursuant to section 490A, payment of such amounts shall be delayed as required by section 409A, and the accumulated amounts shall be paid in a lump sum payment within ten days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death. B. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A. For purposes of Code section 409A409A of the Code, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. (b) To . All reimbursements and in-kind benefits provided under the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(isection 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and 409A.(iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. (a) This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the imposition Internal Revenue Code of any additional taxes under Code section 409A. 1986, as amended (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes sanctions under Code section Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not All payments to be construed as made upon a guarantee by the Company termination of any particular tax effect to Executive employment under this AgreementAgreement will be made upon a ‘separation from service’ under Section 409A of the Code. For purposes of Code section 409ASection 409A of the Code, each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate paymentspayment. In no event may the ExecutiveEmployee, directly or indirectly, designate the calendar year of payment. (b) . To the maximum extent permitted under Section 409A of the Code section 409Aand its corresponding regulations, the cash severance payments benefits payable under this Agreement are intended to comply with meet the ‘requirements of the short-term deferral exception’ exemption under Treas. Reg. §1.409A-1(b)(4), Section 409A of the Code and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided). However, however, any amount payable to if such severance benefits do not qualify for such exemptions at the Executive during time of the six-month period following the ExecutiveEmployee’s termination date that does not qualify within either of the foregoing exceptions employment and is therefore are deemed as deferred compensation subject to the requirements of Code section 409ASection 409A of the Code, then such amount shall hereinafter be referred to as if the ‘Excess Amount.’ If the Executive Employee is a “key specified employee” under Section 409A of a publicly traded corporation under section 409A at the time Code on the date of his separation from service and if the Employee’s termination of employment, notwithstanding any other provision of this Agreement, payment of the Excess Amount severance under this Agreement is required to shall be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment date of such amount shall be delayed as the Employee’s termination of employment if required by Code section 409A, and Section 409A of the Code. The accumulated postponed amount shall be paid in a lump sum payment within ten (10) 10 days after the end of the six (6) six-month period. If the Executive Employee dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A of the Code shall be paid to the personal representative of the ExecutiveEmployee’s estate within sixty (60) 60 days after the date of the ExecutiveEmployee’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A..

Section 409A. (a) This Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of Section 409A of the Code, to the extent applicable, and this Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the imposition of Code. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A and, if necessary, any additional taxes under Code section 409A. such provision shall be deemed amended to comply with Section 409A and regulations thereunder. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes sanctions under Code section 409ASection 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisionsExcept to the extent permitted under Section 409A, howeverin no event may Executive, shall not be construed as a guarantee by directly or indirectly, designate the Company calendar year of any particular tax effect to Executive payment under this Agreement. For purposes of Code section 409A, each Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall is to be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To Notwithstanding any provision to the maximum extent permitted under Code section 409Acontrary in this Agreement, if on the date of the Executive’s termination of employment, the cash Executive is a “specified employee” (as such term is defined in section 409A(a)(2)(B)(i) of the Code and its corresponding regulations) as determined by the Board (or its delegate) in accordance with its “specified employee” determination policy, then all severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount benefits payable to the Executive during the six-month period following the Executive’s termination date under this Agreement that does not qualify within either of the foregoing exceptions and is deemed as constitute deferred compensation subject to the requirements of Section 409A of the Code section 409A, then such amount shall hereinafter be referred that are payable to as Executive within the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his six (6) month period following Executive’s separation from service and if payment of the Excess Amount under this Agreement is required to shall be delayed postponed for a period of six (6) months after following Executive’s “separation from service service” with the Company (or any successor thereto). Any payments delayed pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall Section 15.8(b) will be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid made in a lump sum payment within ten (10) days after on the end of the Company’s first regularly scheduled payroll date for Peer Executives that follows such six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amountor, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after if earlier, the date of the Executive’s death. A , and any remaining payments required to be made under this Agreement will be paid upon the schedule otherwise applicable to such payments under this Agreement. (c) Notwithstanding any other provision to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “key employeedeferred compensation” (as such term is defined in Section 409A of the Code and the Treasury Regulations promulgated thereunder) upon or following a termination of employment unless such termination is also a “separation from service” from the Company within the meaning of Section 409A of the Code and Section 1.409A-1(h) of the Treasury Regulations and, for purposes of any such provision of this Agreement, references to a “separation,” “termination,” “termination of employment” or like terms shall mean an employee who“separation from service.” (d) Notwithstanding any other provision to the contrary, at in no event shall any time payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A of the Code. (e) To the extent that any reimbursement, fringe benefit or other similar plan or arrangement in which Executive participates during the 12-month period ending term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (1) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the identification dateamount that may be reimbursed or paid); (2) subject to any shorter time periods provided herein or the applicable plans or arrangements, is a “specified employee” any reimbursement or payment of an expense under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall such plan or arrangement must be made by on or before the Board last day of the calendar year following the calendar year in which the expense was incurred; and (3) any such reimbursement or payment may not be subject to liquidation or exchange for another benefit, all in accordance with Section 1.409A-3(i)(1)(iv) of the provisions Treasury Regulations. (f) By accepting this Agreement, Executive hereby agrees and acknowledges that the Company does not make any representations with respect to the application of Section 409A of the Code sections 416(i) and 409A.to any tax, economic or legal consequences of any payments payable to Executive hereunder. Additionally, by the acceptance of this Agreement, Executive acknowledges that Executive has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to Executive hereunder.

Section 409A. It is intended that this Agreement will comply with Section 409A of the Code and any regulations and guidelines promulgated thereunder (a) This collectively, “Section 409A”), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. Notwithstanding any provision to avoid the imposition contrary in this Agreement, if you are deemed on the date of your “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any additional taxes payment that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code section 409A. If (after taking into account any applicable exceptions to such requirement), such payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service,” or (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 18 (whether they would have otherwise been payable in full at a single sum or in installments in the earliest time thereafter when absence of such sanctions will not delay) shall be imposed. The preceding provisions, however, shall not be construed as paid or reimbursed to you in a guarantee by the Company of lump sum and any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment remaining payments due under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly paid or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply provided in accordance with the ‘short-term deferral exception’ under Treasnormal payment dates specified for them herein. Reg. §1.409A-1(b)(4), and Notwithstanding any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either provision of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment for purposes of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end any provision of the six (6) month period. If the Executive dies during the postponement period prior to this Agreement providing for the payment of any amounts upon or following a termination of service that are considered deferred compensation under Section 409A, references to your “termination of service” (and corollary terms) with the postponed amount, the amounts withheld on account of section 409A Company shall be paid construed to refer to your “separation from service” (within the personal representative meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. The Agreement may be amended in any respect deemed necessary by the Committee in order to preserve compliance with Section 409A of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.Code.

Section 409A. (a) This The provisions of this Agreement are intended to comply with the requirements of Section 409A or with the conditions for an exemption from such requirements, and shall be interpreted construed accordingly. Notwithstanding any provision of this Agreement to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made contrary, if at the time of Executive’s separation from service (as defined below) Executive is a specified herein without incurring additional taxes under Code section employee (as defined below), as determined by the Company, any and all amounts payable in connection with such separation from service that constitute deferred compensation subject to Section 409A, then as determined by the Company, and that would otherwise be payable within six (6) months following such benefit separation from service, shall instead be paid on the date that follows the date of such separation from service by six (6) months (or, if earlier, as soon as practicable following the Executive’s death) to the extent permitted or payment required by Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be provided construed to require a “separation from service” (as defined in full at Section 1.409A-1(h) of the earliest time thereafter when such sanctions will not be imposed. The preceding provisionsTreasury regulations after giving effect to the presumptions contained therein), however, shall not be construed as a guarantee and the term “specified employee” means an individual determined by the Company of any particular tax effect to Executive be a specified employee under this AgreementTreasury regulation Section 1.409A-1(i). For purposes of Code section 409A, each Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall is to be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date Any reimbursement for expenses that does not qualify within either of the foregoing exceptions and is deemed as would constitute nonqualified deferred compensation subject to Section 409A shall be subject to the requirements following additional rules: (i) no reimbursement of Code section 409A, then any such amount expense shall hereinafter be referred affect Executive’s right to as the ‘Excess Amount.’ If the Executive is a “key employee” reimbursement of a publicly traded corporation under section 409A at the time of his separation from service and if payment any such expense in any other taxable year; (ii) reimbursement of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount expense shall be delayed as required by Code section 409Amade, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after if at all, promptly, but not later than the end of the six calendar year following the calendar year in which the expense was incurred; and (6iii) month period. If the Executive dies during the postponement period prior right to the payment of the postponed amount, the amounts withheld on account of section 409A reimbursement shall not be paid subject to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at liquidation or exchange for any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A.other benefit.

Section 409A. (a) i. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and regulations and other applicable guidance thereunder (together, “Section 409A”), or to qualify for an exemption thereto. Payment under this Agreement that are subject to Section 409A may only be made upon an event or events and in a manner permitted by Section 409A. Severance benefits under this Agreement are intended to be exempt from Section 409A under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by Section 409A, if the Employee is considered a “specified employee” for purposes of Section 409A and if payment of any amounts under this Agreement is required to be delayed for a period of six months after the Employee’s separation from service, as defined in Section 409A, payment of such amounts shall be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section delayed as required by Section 409A, then such benefit or payment and the accumulated amounts shall be provided paid to the Employee in full at a lump-sum payment within 10 days after the earliest time thereafter when such sanctions will not end of the six-month period. If the Employee dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A shall be imposedpaid to the personal representative of the Employee’s estate within sixty (60) days after the date of the Employee’s death. ii. The preceding provisions, however, shall not All payments to be construed as made upon a guarantee by the Company termination of any particular tax effect to Executive employment under this AgreementAgreement that are subject to Section 409A may only be made upon a “separation from service” of the Employee from the Employer under Section 409A of the Code. For purposes of Code section Section 409A, each payment under this Agreement hereunder shall be treated as a separate payment payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the ExecutiveEmployee, directly or indirectly, designate the calendar fiscal year of a payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and Notwithstanding any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either provision of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, in no event shall the timing of the Employee’s execution of the Agreement and Release, directly or indirectly, result in the Employee’s designating the fiscal year of payment of such amount shall be delayed as required by Code section any amounts of deferred compensation subject to Section 409A, and the accumulated postponed amount shall be paid in if a lump sum payment within ten (10) days after the end that is subject to execution of the six (6) month period. If the Executive dies during the postponement period prior to the Agreement and Release could be made in more than one taxable year, payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by in the Board later taxable year. iii. All taxable reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the provisions requirements of Code sections 416(iSection 409A, including, where applicable, the requirement that (i) any reimbursement be for expenses incurred during the period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a fiscal year not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other fiscal year, (iii) the reimbursement of an eligible expense be made no later than the last day of the fiscal year following the year in which the expense is incurred, and 409A.(iv) the right to reimbursement or in-kind benefits not be subject to liquidation or exchange for another benefit.

Section 409A. (a) This Agreement is intended to meet, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and interpretive guidance promulgated thereunder (collectively, “Section 409A”), with respect to amounts subject thereto, and shall be interpreted and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to avoid be provided, during any calendar year shall affect the imposition amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section Section 409A, then and no such benefit right to reimbursement or payment right to in-kind benefits shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of subject to liquidation or exchange for any particular tax effect to Executive under this Agreementother benefit. For purposes of Code section Section 409A, each payment in a series of installment payments provided under this Agreement shall be treated as a separate payment and the right payment. Any payments to a series of installment payments be made under this Agreement upon a termination of employment shall only be treated made upon a “separation from service” under Section 409A as a right to a series determined by the Company based on the advice of separate paymentsits tax advisor. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments If amounts payable under this Agreement are intended to comply with do not qualify for exemption from Section 409A at the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the time of Executive’s termination date that does not qualify within either of the foregoing exceptions separation from service and is therefore are deemed as deferred compensation subject to the requirements of Code section 409ASection 409A on the date of such separation from service, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the if Executive is a “key specified employee” under Section 409A, as determined by the Company based on the advice of a publicly traded corporation under section 409A at its tax advisor, on the time date of his Executive’s separation from service and if service, payment of the Excess Amount under this Agreement is required to amounts hereunder shall be delayed for a period of six (6) months after from the date of Executive’s separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as if required by Code section 409A, and the Section 409A. The accumulated postponed amount shall be paid in a lump sum payment within ten (10) 10 days after the end of the six (6) six-month period. Based on the foregoing, it is currently contemplated that the release of shares from the rabbi trust benefiting the Executive will occur no earlier than six months after the Executive’s separation from service, which under this agreement is January 15, 2019. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) 10 days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A..

Section 409A. (a) This Letter Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and its corresponding regulations (“Section 409A”), or an exemption thereto, and payments may only be made under this Letter Agreement upon an event and in a manner permitted by Section 409A, to the extent applicable. Separation pay provided under this Letter Agreement is intended to be exempt from Section 409A under the “separation pay exception,” to the maximum extent applicable. Further, any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be interpreted paid under the applicable exception. Notwithstanding anything in this Letter Agreement to the contrary, if you are considered a “specified employee” for purposes of Section 409A and if payment of any amounts under this Letter Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 409A, to avoid the imposition application of any additional taxes under Code section 409A. If any Section 409A to amounts payable hereunder, payment or benefit cannot of such amounts shall be provided or made at the time specified herein without incurring additional taxes under Code section delayed as required by Section 409A, then such benefit or payment and the accumulated amounts shall be provided paid in full at a lump sum payment after the earliest time thereafter when such sanctions will end of the six-month period, but not later than 10 days thereafter. (b) All separation payments to be imposed. The preceding provisions, however, shall not be construed as made upon a guarantee by the Company termination of any particular tax effect to Executive service under this Agreement. Letter Agreement may only be made upon a “separation from service” under Section 409A. For purposes of Code section Section 409A, each payment under this Agreement shall be treated as a separate payment and the any right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executiveyou, directly or indirectly, designate the calendar year of a payment. (b) To . All reimbursements and in-kind benefits provided under the maximum extent permitted under Code section 409A, the cash severance payments payable under this Letter Agreement are intended to comply shall be made or provided in accordance with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409ASection 409A to avoid the application of Section 409A to such amounts, then such including, where applicable, the requirement that: (i) any reimbursement is for expenses incurred during the period of time specified in this Letter Agreement; (ii) the amount shall hereinafter of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be referred to as provided, in any other calendar year; (iii) the ‘Excess Amount.’ If reimbursement of an eligible expense will be made no later than the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment last day of the Excess Amount under this Agreement calendar year following the year in which the expense is required incurred; and (iv) the right to be delayed reimbursement or in kind benefits is not subject to liquidation or exchange for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding another benefit. Notwithstanding anything in this Letter Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end any right of the six (6) month period. If the Executive dies during the postponement period prior Company to the payment of the postponed amount, the amounts withheld on account of section 409A shall offset or otherwise reduce any sums that may be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined due or become payable by the BoardCompany to you or for your account, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification dateby any overpayment or indebtedness, shall be made subject to limitations imposed by the Board in accordance with the provisions of Code sections 416(i) and Section 409A.

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

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

Section 409A. (a) This Agreement Award of Restricted Stock Units is intended to be exempt from or comply with the applicable requirements of section 409A of the Code and shall be interpreted administered in accordance with section 409A of the Code. Notwithstanding anything in this Agreement to avoid the imposition contrary, if the Restricted Stock Units constitute “deferred compensation” under section 409A of any additional taxes under the Code section 409A. If any and the Restricted Stock Units become vested and settled upon the Grantee’s termination of employment, payment or benefit cannot be provided or made at with respect to the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment Restricted Stock Units shall be provided in full at delayed for a period of six months after the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed Grantee’s termination of employment if the Grantee is a “specified employee” as a guarantee defined under section 409A of the Code (as determined by the Committee), if required pursuant to section 409A of the Code. If payment is delayed, the shares of Common Stock of the Company shall be distributed within 30 days of the date that is the six-month anniversary of the Grantee’s termination of employment. If the Grantee dies during the six-month delay, the shares shall be distributed in accordance with the Grantee’s will or under the applicable laws of descent and distribution. Notwithstanding any particular tax effect provision to Executive the contrary herein, payments made with respect to this Award of Restricted Stock Units may only be made in a manner and upon an event permitted by section 409A of the Code, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under this Agreementsection 409A of the Code. For purposes To the extent that any provision of Code section 409A, each payment under this Agreement would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Restricted Stock Units to fail to satisfy the requirements of section 409A of the Code, such provision shall be treated as a separate payment deemed null and void to the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate paymentsextent permitted by applicable law. In no event may the Executiveshall a Grantee, directly or indirectly, designate the calendar year of payment. (b) To . If the maximum extent permitted Restricted Stock Units constitute “deferred compensation” under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either 409A of the foregoing exceptions Code and payment is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” execution of a publicly traded corporation under section 409A at release of claims in favor of the time of his separation from service Company and its Affiliates, and if payment with respect to the Restricted Stock Units that is subject to the execution of the Excess Amount under this Agreement is required to release could be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything made in this Agreement to the contrarymore than one taxable year, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by in the Board in accordance with the provisions of Code sections 416(i) and 409A.later taxable year.

Section 409A. (a) This Agreement shall be interpreted to avoid the imposition of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treasrequirements of Section 409A and shall be construed in a manner consistent with such requirements. Reg. §1.409A-1(b)(9)(iii) For purposes of this Agreement, each amount to be paid or benefit to be provided will be construed as a separate identified payment for purposes of Section 409A, and any successor provision; provided, however, any amount payable to payments that are due within the Executive during the six“short-month period following the Executive’s termination date that does term deferral period” as defined in Section 409A will not qualify within either of the foregoing exceptions and is deemed be treated as deferred compensation subject unless applicable law requires otherwise. Without in any way limiting the generality of the foregoing, all payments of compensation hereunder are intended to be exempt from the requirements of Code section 409ASection 409A under the short-term deferral rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and/or the separation pay exemption set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii), then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409Aapplicable, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409Amaximum extent provided thereunder, and the accumulated postponed amount provisions of this Agreement shall be paid in a lump sum payment within ten (10) days after construed accordingly. Neither the end Company nor the Employee will have the right to accelerate or defer the delivery of the six (6) month period. If the Executive dies during the postponement period prior any payments or benefits that constitute deferred compensation under Section 409A except to the payment extent Section 409A specifically permits or requires. Payments of the postponed amount, the amounts withheld any compensation that constitutes deferred compensation under Section 409A and that is contingent on account of section 409A shall be paid to the personal representative of the ExecutiveEmployee’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined termination by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, Company or resignation shall be made by to Employee only if such termination or resignation constitutes a “separation from service” under Section 409A (applying the Board in accordance default rules thereof). Notwithstanding the foregoing, the Company shall not be liable to Employee or any other person or entity if the Internal Revenue Service or any court or other authority having jurisdiction over such matters determined for any reason that any payments or benefits to be provided hereunder are subject to taxes, penalties or interest as a result of failing to comply with the provisions of Code sections 416(i) and Section 409A.

Section 409A. (a) This Agreement is intended to meet, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and interpretive guidance promulgated thereunder (collectively, “Section 409A”), with respect to amounts subject thereto, and shall be interpreted and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to avoid be provided, during any calendar year shall affect the imposition amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section Section 409A, then and no such benefit right to reimbursement or payment right to in-kind benefits shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of subject to liquidation or exchange for any particular tax effect to Executive under this Agreementother benefit. For purposes of Code section Section 409A, each payment in a series of installment payments provided under this Agreement shall be treated as a separate payment and the right payment. Any payments to a series of installment payments be made under this Agreement upon a termination of employment shall only be treated as made upon a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted “separation from service” under Code section 409A, the cash severance payments Section 409A. If amounts payable under this Agreement are intended to comply with do not qualify for exemption from Section 409A at the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the time of Executive’s termination date that does not qualify within either of the foregoing exceptions separation from service and is therefore are deemed as deferred compensation subject to the requirements of Code section 409ASection 409A on the date of such separation from service, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the if Executive is a “key specified employee” under Section 409A on the date of a publicly traded corporation under section 409A at the time of his Executive’s separation from service and if service, payment of the Excess Amount under this Agreement is required to amounts hereunder shall be delayed for a period of six (6) months after from the date of Executive’s separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as if required by Code section 409A, and the Section 409A. The accumulated postponed amount shall be paid in a lump sum payment within ten (10) 30 days after the end of the six (6) six-month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) 30 days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A..

Section 409A. (a) This 8.2.1. All payments and benefits provided to Executive pursuant to this Agreement shall be interpreted interpreted, to the extent permissible under applicable law, so as to avoid any sanctions under Section 409A of the imposition of any additional taxes under Code section 409A. Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes sanctions under Code section 409ASection 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. For purposes of Code section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To 8.2.2. If the maximum extent permitted under Code section 409Atermination giving rise to the payments described in Section 4.4, Section 5.2 and Section 6 is not a “Separation from Service” within the cash severance payments payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under meaning of Treas. Reg. §1.409A-1(b)(4§ 1.409A-1(h)(1) (or any successor provision), then the amounts otherwise payable pursuant to those Sections will instead be deferred without interest and any remaining amount is intended will not be paid until Executive experiences a Separation from Service. In addition, to comply the extent compliance with the ‘separation pay exception’ under requirements of Treas. Reg. §1.409A-1(b)(9)(iii§ 1.409A-3(i)(2) (or any successor provision; provided, however, any amount payable ) is necessary to avoid the Executive during the six-month period following the Executive’s termination date that does not qualify within either application of an additional tax under Section 409A of the foregoing exceptions and is deemed as deferred compensation subject Code to the requirements of Code section 409A, then such amount shall hereinafter be referred payments due to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of upon or following his separation Separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409AService, then notwithstanding anything in any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following Executive’s Separation from Service (taking into account the preceding sentence of this paragraph) will be deferred without interest and paid to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid Executive in a lump sum payment within ten (10) days after the end of the immediately following that six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A of the Code shall be paid to the personal representative of the Executive’s estate within sixty (60) 10 days after the date of the ExecutiveEmployee’s death. A “key employee” shall mean This Section 8.2.2 should not be construed to prevent the application of Treas. Reg. §§ 1.409A-1(b)(4) or -1(b)(9)(iii) (or any successor provisions) to any amount payable to Executive. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) to this Agreement, each payment in a series of payments will be deemed a separate payment. 8.2.3. Notwithstanding anything in this Agreement to the contrary or otherwise, to the extent an employee whoexpense, at any time during the 12reimbursement or in-month period ending on the identification date, is kind benefit provided pursuant to this Agreement constitutes a “deferral of compensation” within the meaning of Section 409A of the Code (i) any reimbursement shall be for expenses incurred during Executive’s and his surviving spouse’s lifetime (or during a shorter period of time specified employee” under Code section 409Ain this Agreement), as determined by (ii) the Boardamount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, in its sole discretion. The determination of key employees, including (iii) the number and identity of persons considered key employees and the identification date, reimbursements for expenses for which Executive is entitled to be reimbursed shall be made by on or before the Board last day of the calendar year following the calendar year in accordance with which the provisions of Code sections 416(iapplicable expense is incurred and (iv) and 409A.the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Section 409A. (a) This Agreement is intended to meet, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and interpretive guidance promulgated thereunder (collectively, “Section 409A”), with respect to amounts subject thereto, and shall be interpreted and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to avoid be provided, during any calendar year shall affect the imposition amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section Section 409A, then and no such benefit right to reimbursement or payment right to in-kind benefits shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of subject to liquidation or exchange for any particular tax effect to Executive under this Agreementother benefit. For purposes of Code section Section 409A, each payment in a series of installment payments provided under this Agreement shall be treated as a separate payment payment. Notwithstanding the foregoing, the Company makes no representations that the payments and the right to a series of installment payments benefits provided under this Agreement shall be treated as a right to a series of separate payments. In comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive, directly or indirectly, designate the calendar year Executive on account of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments non-compliance with Section 409A. If amounts payable under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does do not qualify within either for exemption from Section 409A as of the foregoing exceptions Resignation Date and is therefore are deemed as deferred compensation subject to the requirements of Code section 409ASection 409A on the Resignation Date, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the if Executive is a “key specified employee” of a publicly traded corporation under section Section 409A at on the time of his separation from service and if Resignation Date, payment of the Excess Amount under this Agreement is required to amounts hereunder shall be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as Resignation Date if required by Code section 409A, and the Section 409A. The accumulated postponed amount shall be paid in a lump sum payment within ten sixty (1060) days after the end of the six (6) six-month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section Section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A..

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

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

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

Section 409A. (a) This Agreement shall is intended to comply with, or otherwise be interpreted exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and any regulations and Treasury guidance promulgated thereunder (“Section 409A”). To the extent that any provision in this Agreement is ambiguous as to avoid its compliance with Section 409A, the provision will be read in such a manner so that no payments due under this Agreement will be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. If the Company’s outside legal counsel advises the Company that any provision of this Agreement would cause the Executive to incur an additional tax, penalty or interest under Section 409A, the Company and the Executive will use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A or causing the imposition of any such additional taxes tax, penalty or interest under Code section 409A. If any payment or benefit cannot be provided or made at Section 409A of the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. Code. (b) For purposes of Code section Section 409A, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall will be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of any payment. (bc) To the maximum extent permitted under Code section 409A“Termination of employment,” “resignation,” or words of similar import, the cash severance as used in this Agreement, mean, for purposes of any payments payable under this Agreement that are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either payments of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section Section 409A, then such the Executive’s “separation from service” as defined in Section 409A. (d) Any reimbursement or in-kind benefit is subject to all of the following conditions: (i) any amount shall hereinafter provided in one taxable year has no effect on the amount eligible to be referred provided in another taxable year, unless permitted under Section 409A; (ii) any reimbursement will be made no later than the end of the year after the year in which the expense is incurred; and (iii) the right to as any amount cannot be liquidated or exchanged for another benefit. (e) If a payment obligation under this Agreement arises on account of the ‘Excess Amount.’ If Executive’s separation from service while the Executive is a “key specified employee” of a publicly traded corporation (as defined under section Section 409A at and determined in good faith by the time of his separation from service and if Company), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the Excess Amount under this Agreement exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is required scheduled to be delayed for a period of paid six (6) months after such separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, will accrue without interest and the accumulated postponed amount shall will be paid in a lump sum payment within ten earlier of (10i) fifteen (15) days after the end of the six (6six-(6) month period. If period beginning on the Executive dies during date of such separation from service or, if earlier, within fifteen (15) days after the postponement period prior to the payment appointment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative or executor of the Executive’s estate within sixty (60) days after the date of the Executive’s following his death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board in accordance with the provisions of Code sections 416(i) and 409A..

Section 409A. (a) Notwithstanding the foregoing, if required by Section 409A of the Code, if any amounts payable upon separation from service are considered “deferred compensation” under Section 409A, payment of such amounts will be postponed as required by Section 409A, and the postponed amounts will be paid, with accrued interest as described below, on the first monthly payroll date occurring after six (6) months following the Effective Date of Termination. If the Executive dies during the postponement period, any amounts postponed on account of Section 409A of the Code, with accrued interest as described below, shall be paid to the personal representative of the Executive's estate within sixty (60) days after the date of the Executive's death. If payment of any amounts under this Agreement is required to be delayed pursuant to Section 409A, the Company shall pay interest on the postponed payments from the date on which the amounts otherwise would have been paid to the date on which such amounts are paid at a market rate of interest, as determined by the Committee. (b) This Agreement is intended to comply with the requirements of Section 409A of the Code, and, specifically, the separation pay exemption and short term deferral exemption of Section 409A, and shall in all respects be administered and interpreted to avoid the imposition of any additional taxes under Code section in accordance with Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes sanctions on the Executive under Code section 409ASection 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisionsNotwithstanding anything in the Agreement to the contrary, however, shall not distributions may only be construed as made under the Agreement upon an event and in a guarantee manner permitted by Section 409A of the Company Code or an applicable exemption. All payments to be made upon a termination of any particular tax effect to Executive employment under this Agreement. Agreement may only be made upon a “separation from service” under Section 409A. For purposes of Code section 409ASection 409A of the Code, each payment under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and each payment under this Agreement shall be treated as a separate payment. In no event may the Executive, directly or indirectly, designate the calendar year of paymentany payment to be made under this Agreement. (bc) To the maximum extent permitted under Code section 409A, the cash severance payments payable All reimbursements and in-kind benefits provided under this Agreement are intended to comply with the ‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii) or any successor provision; provided, however, any amount payable to the Executive during the six-month period following the Executive’s termination date that does not qualify within either of the foregoing exceptions and is deemed as deferred compensation subject to the requirements of Code section 409A, then such amount shall hereinafter be referred to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Code section 409A, then notwithstanding anything in this Agreement to the contrary, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Board or provided in accordance with the provisions requirements of Code sections 416(iSection 409A of the Code, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and 409A.(iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

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

Section 409A. (a) This The Company and the Executive intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A of the Code and the regulations, rules and other guidance promulgated thereunder, or be provided in a manner that complies with the requirements to avoid tax under Section 409A of the Code, and any ambiguity herein shall be interpreted so as to avoid be consistent with the imposition intent of any additional taxes under Code section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring additional taxes under Code section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this AgreementSection 9.6. For purposes of Code section Section 409A, each payment under this Agreement installment in a series shall be treated as a separate payment and payment. Notwithstanding anything contained herein to the right to a series of installment payments contrary, Severance Benefits that are not exempt from Section 409A under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of payment. (b) To the maximum extent permitted under Code section 409A, the cash severance payments payable under this Agreement are intended to comply with the ‘“short-term deferral exception’ under deferral” rule described in Treas. Reg. §Section. 1.409A-1(b)(4), ) shall be paid or provided only upon the Executive’s “separation from service” within the meaning of Section 409A of the Code and any remaining amount is intended to comply with the ‘separation pay exception’ under regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. §1.409A-1(b)(9)(iii) Section 1.409A-1(h)(1)); and with respect to such Severance Benefits, references to termination of employment and similar terms shall be interpreted to mean “separation from service”. Further, if as of the Executive’s separation from service, the Executive is a “specified employee” as defined in Section 409A of the Code as determined by the Company in accordance with Section 409A of the Code, and the deferral of any payments or benefits is necessary in order avoid tax under Section 409A of the Code, then the Company shall defer each such payment and/or benefit hereunder (without any successor provision; provided, however, any amount payable reduction in payments or benefits ultimately paid or provided to the Executive during Executive) until the six-month period date that is at least six (6) months following the Executive’s termination date that does not qualify within either (or the earliest date permitted under Section 409A of the foregoing exceptions and is deemed as deferred compensation subject Code), whereupon the Company shall pay the Executive a lump-sum amount equal to the requirements of Code section 409A, then such amount shall hereinafter be referred cumulative amounts that would have otherwise been previously paid to as the ‘Excess Amount.’ If the Executive is a “key employee” of a publicly traded corporation under section 409A at the time of his separation from service and if payment of the Excess Amount under this Agreement is required during the period in which such payments or benefits were deferred, without interest. Thereafter, payments shall resume in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, the following special rules apply to in-kind benefits and reimbursements that are includible in wages for tax purposes: (i) in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be delayed provided in any other calendar year; (ii) no reimbursement or in-kind benefit shall be subject to liquidation or exchange for a period of six another benefit; and (6iii) months after separation from service pursuant to Code section 409Areimbursement requests must be timely submitted by the Executive and, then notwithstanding anything in this Agreement if timely submitted, reimbursement payments shall be promptly made to the contraryExecutive following such submission, payment of such amount shall be delayed as required by Code section 409A, and the accumulated postponed amount shall be paid but in a lump sum payment within ten (10) days after the end no event later than December 31st of the six (6) month periodnext calendar year following the calendar year in which the expense was incurred. If the Company or the Executive dies during reasonably determines that any provision of this Agreement might not comply with the postponement period prior requirements to the payment be exempt from or avoid taxes under Section 409A of the postponed amountCode, the amounts withheld on account of section 409A shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. A “key employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code section 409A, as determined by the Board, in its sole discretion. The determination of key employees, including the number and identity of persons considered key employees Company and the identification date, Executive shall be made by work together to correct the Board in accordance with the provisions of Code sections 416(i) and 409A.issue.