Common use of Section 409A Clause in Contracts

Section 409A. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. (a) The parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulations Section 1.409A-1(b)(9)(iii), or otherwise. To the extent applicable, Section 409A is applicable to this Agreement shall be interpreted in accordance and any such payments and benefits, the parties intend that this Agreement and such payments and benefits comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the event that a majority generality of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409Aforegoing, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take notwithstanding any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents.contrary: (bi) To if at the time Executive’s employment hereunder terminates, Executive is a “specified employee,” as defined in Treasury Regulations Section 1.409A-1(i) and determined using the identification methodology selected by the Company from time to time, or if none, the default methodology, then to the extent that necessary to avoid subjecting Executive to the imposition of any installment payments additional tax under Section 409A, any and all amounts payable under this Agreement are 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 in a lump sum on the first day of the seventh month following the date on which Executive’s employment terminates or, if earlier, upon Executive’s death; (ii) a termination of employment shall not be deemed to constitute have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “nonqualified deferred compensationseparation from service,” within as defined in Treasury Regulations Section 1.409A-1(h) after giving effect to the meaning of Section 409Apresumptions contained therein, and, for purposes of Section 409A any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment” and like terms shall mean separation from service; (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iiiiii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive made under this Agreement shall be treated as a separate payment and distinct payment.the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments; and (civ) To the extent with regard to any provision in this Agreement that any reimbursements provides for reimbursement of expenses or corresponding in-kind benefits benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to that does not constitute a “deferred deferral of compensation,” within the meaning of Treasury Regulations Section 409A 1.409A-1(b), (A) the right to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses reimbursement or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for another benefit, (B) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other benefittaxable year, and (C) such payments shall be made no later than two and a half months after the end of the calendar year in which the expenses were incurred.

Section 409A. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (“Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of following the Board Effective Date, the Company determines in good faith that any amounts compensation or benefits payable pursuant to under this Agreement may not be subject to either exempt from or compliant with Section 409A, the Company may shall adopt such amendments to this Agreement or adopt other policies and or procedures (including amendments, policies and procedures with retroactive effecteffective), or take any other actions, that the Company determines are commercially reasonable actions necessary or appropriate to: to (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect payable hereunder, to preserve the economic benefits of such payments compensation and benefits, and/or to avoid less favorable accounting or tax consequences for the Company and/or (ii) to exempt the compensation and benefits payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under thereunder; provided, however, that this Section 409A; provided that no 17(a) does not, and shall not be construed so as to, create any obligation on the part of the Company to adopt any such amendments, policies, policies or procedures or to take any other such actions shall reduce the economic value or to the indemnify Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer for any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agentsdo so. (b) To Notwithstanding anything herein to the extent contrary, Executive acknowledges and agrees that in the event that any installment payments tax is imposed under Section 409A in respect to any compensation or benefits payable to Executive, whether under this Agreement are deemed or otherwise, then (i) the payment of such tax shall be solely Executive’s responsibility, (ii) neither the Company, its affiliates nor any of their respective past or present directors, officers, employees or agents shall have any liability for any such tax and (iii) Executive shall indemnify and hold harmless, to constitute “nonqualified deferred compensation” within the meaning of Section 409Agreatest extent permitted under law, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) each of the Department foregoing from and against any claims or liabilities that may arise in respect of Treasury Regulations), each any such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct paymenttax. (c) To the extent that any reimbursements of the rights or corresponding in-kind benefits provided potential rights to future payments under the Executive under this Change of Control Severance Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “nonqualified deferred compensation” (within the meaning of Section 409A to 409A), if any, the Executive, termination of such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event rights is undertaken in accordance with Section 1.409A-3(i)(1)(iv) of the Department of and as permitted under Internal Revenue Code Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefitRegulation § 1.409A-3(j)(ix)(B).

Section 409A. (aNotwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) To of the extent applicable, Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs may not so qualify, and in accordance that case, the Committee shall administer the grant and settlement of such PSUs in strict compliance with Section 409A. Notwithstanding any provision 409A of this Agreement the Code. Further, notwithstanding anything herein to the contrary, in if at the event that a majority time of Grantee’s termination of employment with the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409ACompany and all Service Recipients, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Grantee is a “specified employee” as defined in Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or reimbursement benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Grantee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a “termination of employment” shall have the same meaning as “separation from service” under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs constitutes a “separate payment” for purposes of Section 409A of the Code. Although the Company intends to administer this Performance Share Unit Agreement so that the Award will be exempt from, or will be interpreted and comply with, the requirements of Section 409A of the Code, the Company does not warrant that the Award made under this Performance Share Unit Agreement will qualify for favorable tax treatment under Section 409A of the Code or any such expenses other provision of federal, state, local or foreign law. The Company shall not be subject liable to liquidation or exchange the Grantee for any other benefittax, interest, or penalties that Grantee might owe as a result of the Award made under this Performance Share Unit Agreement.

Section 409A. Notwithstanding the foregoing, to the extent that any payment due hereunder is (ai) deferred compensation subject to Section 409A of the Code (“Section 409A”), and (ii) is payable to a specified employee (as that term is defined in Section 409A), and (iii) is payable on account of the specified employee’s separation from service (as that term is defined in Section 409A), payment of any part of such amount that would have been made during the six (6) months following the separation from service shall not then be paid but shall rather be paid on the first day of the seventh (7th) month following the separation from service. (i) For this purpose, specified employees shall be identified by the Company on a basis consistent with regulations issued under Section 409A, and consistently applied to all plans, programs, contracts, etc. maintained by the Company that are subject to Section 409A. (ii) For this purpose, “termination of employment” shall be defined as “separation from service” as that term is defined under Section 409A. (iii) To the extent applicablethat Section 409A is applicable to this Agreement, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement construed and administered to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements rules of Section 409A. Neither the Company nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the participant or other person on account of any amounts under this Plan or on account of any failure to comply with any Code section. (iv) The rules of section 409A of the Code shall apply to this Agreement, and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted construed and administered accordingly. Notwithstanding the foregoing, neither the Company nor any of its officers, directors, agents or construed affiliates shall be obligated, directly or indirectly, to transfer any liability Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Agreement or on account of any failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) section of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of following the Board Effective Date, the Company determines that any amounts compensation or benefits payable pursuant to under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, actions that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or to preserve the intended tax treatment of the compensation and benefits provided with respect payable hereunder, including without limitation actions intended to such payments or (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A 409A, provided, that this Section 11 does not, and thereby avoid shall not be construed so as to, create any obligation on the application part of penalty taxes under Section 409A; provided that no the Company to adopt any such amendments, policies, policies or procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of take any other such amendments, policies, procedures or actions. No provision of this Agreement In no event shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company Company, its affiliates or any of its Affiliatestheir respective officers, employees directors or agentsadvisors be liable for any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law. (b) Any right to a series of installment payments pursuant to this Agreement, including without limitation the Severance, is to be treated as a right to a series of separate payments. To the extent that permitted under Section 409A, any installment payments separate payment or benefit under this Agreement are or otherwise shall not be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible subject to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executiveextent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), such amounts shall be paid Section 1.409A-1(b)(9) or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement applicable exception or provision of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.409A.

Section 409A. This Award is intended to be excepted from coverage under, or compliant with the provisions of, Section 409A of the Code and the regulations promulgated thereunder (a“Section 409A”) To and shall be construed accordingly. Notwithstanding the extent applicableforegoing or any provision of the Plan to the contrary, if the Award is subject to the provisions of Section 409A (and not excepted therefrom), the provisions of the Plan and this Agreement shall be administered, interpreted and construed in accordance a manner necessary to comply with Section 409A. Notwithstanding any 409A (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). For purposes of this Agreement Agreement, to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to extent required by Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments termination of employment shall mean separation from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” service within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii409A(a)(2)(A)(i) of the Department Code and (ii) if the Issue Date is the Participant’s separation from service and the Participant is, on such date, a specified employee within the meaning of Treasury Regulations)Section 409A(a)(2)(B)(i) of the Code, each such payment that the Executive Issue Date shall be postponed as required thereunder. If any payments or benefits hereunder may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of Section 409A, Participant agrees that the Corporation may, without the consent of Participant, modify the Agreement and the Award to the extent and in the manner the Corporation deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that the Corporation deems appropriate in order either to preclude any such payments or benefits from being deemed “deferred compensation” within the meaning of Section 409A or to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any provide such payments or expense reimbursements benefits in one calendar year shall a manner that complies with the provisions of Section 409A such that they will not affect be taxable thereunder. Notwithstanding, the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred Corporation makes no representations and/or warranties with respect to in compliance with Section 105(b) of the Code409A, and the Executive’s right to such payments Participant recognizes and acknowledges that Section 409A could potentially impose upon Participant certain taxes or reimbursement of any such expenses interest charges for which Participant is and shall not be subject to liquidation or exchange for any other benefitremain solely responsible.

Section 409A. (a) To This Agreement is intended to comply with or be exempt from Section 409A of the Code (together with the Department of Treasury regulations and other interpretive guidance issued thereunder (including, without limitation, any such regulations or other guidance issued after the Grant Date, “Section 409A”) and, to the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. 409A. (b) If and to the extent (i) any portion of any payment, compensation or other benefit provided to the Participant pursuant to this Agreement in connection with his or her employment termination constitutes “nonqualified deferred compensation” within the meaning of Section 409A and (ii) the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations the Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation from service” (as determined under Section 409A) (the “New Payment Date”), except as Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. (c) Notwithstanding any other provision of the Plan or this Agreement to the contraryAgreement, in the event that a majority of if at any time the Board determines that the Restricted Stock Units (or any amounts payable pursuant to this Agreement portion thereof) may be subject to Section 409A, the Company may Board shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments to this Agreement Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that as the Company Board determines are necessary or appropriate to: (i) for Restricted Stock Units to be exempt such payments from the application of Section 409A and/or preserve the intended tax treatment of the benefits provided with respect or to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. 409A. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive Participant or any other individual to the Company or any of its Affiliatesaffiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. (a) To The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (except to the extent applicableexempt as short-term deferrals or otherwise) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in accordance compliance therewith. If the Executive notifies the Corporation (with Section 409A. Notwithstanding specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A of the contraryCode or the Corporation independently makes such determination, the Corporation shall, after consulting with Executive and solely in the event that a majority and to the extent the Corporation’s outside counsel deems it necessary to avoid any such additional tax or interest, reform such provision to comply with Section 409A of the Board determines Code. To the extent that any amounts payable pursuant provision hereof is modified in order to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures comply with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided Code, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Corporation of the applicable provision without violating the provisions of Section 409A of the Code. In no event shall the Corporation be required to pay Executive any “gross-up” or other payment with respect to any taxes or penalties imposed under Section 409A of the Code with respect to any benefit paid or promised to Executive hereunder. (b) It is intended that each installment, if any, of the payments and benefits, if any, provided to the Executive under Section 6 hereof shall be treated as a separate “payment” for purposes of Section 409A of the Code. Neither the Corporation nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409 of the Code. (iic) comply All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A and thereby avoid of the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value Code to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided are subject to Section 409A of the Code. All expenses or other reimbursements paid pursuant herewith that are taxable income to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall in no event be paid or reimbursed reasonably promptly, but not later than December 31 the end of the calendar year next following the calendar year in which the Executive incurs such expense was incurred, or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar yearbenefits, other than an arrangement providing for the reimbursement of medical expenses referred to in except as permitted by Section 105(b) 409A of the Code, and the Executive’s right to such payments reimbursement or reimbursement of any such expenses in-kind benefits shall not be subject to liquidation or exchange for another benefit, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other benefittaxable year, provided that, the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code, if applicable, solely because such expenses are subject to a limit related to the period the arrangement is in effect and such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred. (d) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the Date of Separation from Service”), the actual date of payment within the specified period shall be within the sole discretion of the Corporation.

Section 409A. (a) To the extent applicable, this This Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement is intended to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) with respect to amounts, if any, subject thereto and thereby avoid shall be interpreted and construed and shall be performed by the application parties consistent with such intent. If either party notifies the other in writing that one or more or the provisions of penalty taxes this Agreement contravenes any Treasury Regulations or guidance promulgated under Section 409A or causes any amounts to be subject to interest, additional tax or penalties under Section 409A; provided that no such amendments, policiesthe parties shall agree to negotiate in good faith to make amendments to this Agreement as the parties mutually agree, procedures reasonably and in good faith are necessary or actions shall reduce the economic value desirable, to (i) maintain to the Executive maximum extent reasonably practicable the original intent of this Agreement from the value of this Agreement (applicable provisions without taking into account violating the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements provisions of Section 409A from or increasing the Executive or any other individual costs to the Company of providing the applicable benefit or payment and (ii) to the extent possible, to avoid the imposition of any of its Affiliatesinterest, employees additional tax or agentsother penalties under Section 409A upon the parties. (b) To the extent that the Executive would otherwise be entitled to any installment payments payment or benefit under this Agreement are deemed to constitute Agreement, or any plan or arrangement of the Company or its Affiliates, that constitutes a “nonqualified deferred deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the date of termination of the Executive’s employment would be subject to the Section 409A additional tax because the Executive is a “specified employee” (within the meaning of Section 409A409A and as determined by the Company), for purposes of Section 409A the payment or benefit will be paid or provided to the Executive on the first day following the six (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii6) month anniversary of the Department Executive’s termination of Treasury Regulations)employment or, each such payment that if earlier, the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct paymentExecutive’s date of death. (c) To Any payment or benefit due upon a termination of the extent Executive’s employment that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute represents a “deferred deferral of compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptlyprovided to the Executive only upon a “separation from service” as defined in Treas. Reg. § 1.409A-1(h). Each payment made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation § 1.409A-1 through A-6. To the extent an annual bonus is payable under any provision of this Agreement, but it shall be paid in the taxable year of the Company following the taxable year with respect to which the bonus relates, and not later than the 15th day of the third month of such taxable year; provided, that it shall not be a breach of this Agreement if payment is made later in such year to the extent financial results are not available by such date so long as payment is made no later than December 31 of such year. (d) Notwithstanding anything to the contrary in Agreement, any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which the expense was incurred, Executive’s “separation from service” occurs; and in any event in accordance with Section 1.409A-3(i)(1)(iv) provided further that such expenses are reimbursed no later than the last day of the Department third calendar year following the calendar year in which the Executive’s “separation from service” occurs. To the extent any expense reimbursement or the provision of Treasury Regulations. The any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such payments expenses eligible for reimbursement, or expense reimbursements the provision of any in-kind benefit (including tax return preparation fees and expenses described in Section 22(e)), in one calendar year shall not affect the expenses or provision of in-kind benefits or expenses eligible for payment or reimbursement in any other calendar yearyear (except for any life-time or other aggregate limitation applicable to medical expenses), other than an arrangement providing for and in no event shall any expenses be reimbursed after the reimbursement of medical expenses referred to in Section 105(b) last day of the Codecalendar year following the calendar year in which the Executive incurred such expenses, and the Executive’s in no event shall any right to such payments reimbursement or reimbursement the provision of any such expenses shall not in-kind benefit be subject to liquidation or exchange for any other another benefit. Any reimbursement of tax preparer fees and expenses incurred due to a tax audit addressing the existence or amount of a tax liability shall be made by the end of the Executive’s taxable year following the Executive’s taxable year in which the taxes that are subject of the audit are remitted to the taxing authority or, if as a result of such audit no taxes are remitted, by the end of the Executive’s taxable year in which the audit is completed.

Section 409A. The following shall only be applicable if the Grantee is subject to taxation in the United States or the Grantee is otherwise subject to Section 409A: (ai) To If any Granted Units (any payment in lieu thereof), shares of Common Stock in respect thereof or other benefit provided by the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement Company to the contrary, in the event that a majority of the Board determines that any amounts payable Grantee pursuant to this Agreement and in connection with the Grantee’s Service Termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Grantee is a specified employee as defined in Section 409A(2)(B)(i) as of the date of such Service Termination, no part of such Granted Units (any payment in lieu thereof), shares of Common Stock in respect thereof or other benefit shall be delivered or paid under this Agreement (other than a delivery or payment that qualifies as a “short-term deferral” under Section 409A) to the Grantee during the period lasting six months from the date of such Service Termination unless the Company determines that there is no reasonable basis for believing that making such delivery or payment would cause the Grantee to suffer any adverse tax consequences pursuant to Section 409A. If any delivery or payment to the Grantee is delayed pursuant to the immediately preceding sentence, such payment instead shall be made on the first business day following the expiration of the six-month period referred to in that sentence. The Company shall consult with the Grantee in good faith regarding implementation of this section 6(g)(i); provided that neither the Company nor its employees or representatives shall have liability to the Grantee with respect thereto. (i) The parties acknowledge and agree that the interpretation of Section 409A and its application to the terms of this Agreement is uncertain and may be subject to Section 409Achange as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, any Granted Units (any payment in lieu thereof), shares of Common Stock in respect thereof or other benefit provided by the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall Grantee that would be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with Section 409A. If however, the Granted Units (any payment in lieu thereof), shares of Common Stock in respect thereof or any other benefit is deemed to not comply with Section 409A, for purposes of Section 409A the Company and the Grantee agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any settlement of Granted Units or any payment in lieu thereof) so that either (i) Section 409A will not apply or (ii) compliance with Section 409A will be achieved; provided, however, that any resulting renegotiated terms shall provide to the Grantee the after-tax economic equivalent of what otherwise has been provided to the Grantee pursuant to the terms of this Agreement; provided, further that any deferral of payments or other benefits shall be only for such time period as may be required to comply with Section 409A. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the delivery of shares of Common Stock under vested Granted Units (or the payment of any amount in lieu thereof) subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision of this Agreement, references to a “Service Termination” or termination or interruption of “Continuous Service” or like terms shall mean separation from service. (iii) If under this Agreement, an amount is paid or delivered in two or more installments, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations)409A, each such payment that the Executive may be eligible to receive under this Agreement installment shall be treated as a separate and distinct payment. (civ) To the extent that any reimbursements or corresponding in-kind benefits provided Anything to the contrary herein or in the Plan or the Executive under this Agreement (includingSeverance Protection Plan notwithstanding, without limitationneither the Company or any of its Subsidiaries or Affiliates or any of their respective employees, directors, officers, agents or representatives nor any member of the Committee shall have any liability to a Grantee or otherwise with respect to the failure of the Plan, the Health Payment and Granted Units or the Health Gross-Up Payment) are deemed Award Agreement to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance comply with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.409A.

Section 409A. Notwithstanding the foregoing, to the extent that any payment due hereunder is (ai) deferred compensation subject to Section 409A of the Code (“Section 409A”), and (ii) is payable to a specified employee (as that term is defined in Section 409A), and (iii) is payable on account of the specified employee’s separation from service (as that term is defined in Section 409A), payment of any part of such amount that would have been made during the six (6) months following the separation from service shall not then be paid but shall rather be paid on the first day of the seventh (7th) month following the separation from service. (1) For this purpose, specified employees shall be identified by the Company on a basis consistent with regulations issued under Section 409A, and consistently applied to all plans, programs, contracts, etc. maintained by the Company that are subject to Section 409A. (2) For this purpose, “termination of employment” shall be defined as “separation from service” as that term is defined under Section 409A. (3) To the extent applicablethat Section 409A is applicable to this Agreement, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement construed and administered to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements rules of Section 409A. Neither the Company nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the participant or other person on account of any amounts under this Plan or on account of any failure to comply with any Code section. (4) The rules of section 409A of the Code shall apply to this Agreement, and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted construed and administered accordingly. Notwithstanding the foregoing, neither the Company nor any of its officers, directors, agents or construed affiliates shall be obligated, directly or indirectly, to transfer any liability Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Agreement or on account of any failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) section of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. (a) To the extent applicable, this 4.7.1 This Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement is intended to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with satisfy the requirements of Section 409A of the Code (“Section 409A”) with respect to amounts, if any, subject thereto and thereby avoid shall be interpreted and construed and shall be performed by the application parties consistent with such intent. If either party notifies the other in writing that one or more or the provisions of penalty taxes this Agreement contravenes any Treasury Regulations or guidance promulgated under Section 409A or causes any amounts to be subject to interest, additional tax or penalties under Section 409A; provided that no such amendments, policiesthe parties shall agree to negotiate in good faith to make amendments to this Agreement as the parties mutually agree, procedures reasonably and in good faith are necessary or actions shall reduce the economic value desirable, to (i) maintain to the Executive maximum extent reasonably practicable the original intent of this Agreement from the value of this Agreement (applicable provisions without taking into account violating the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements provisions of Section 409A from or increasing the Executive or any other individual costs to the Company of providing the applicable benefit or payment and (ii) to the extent possible, to avoid the imposition of any of its Affiliatesinterest, employees additional tax or agentsother penalties under Section 409A upon the parties. (b) 4.7.2 To the extent that the Executive would otherwise be entitled to any installment payments payment or benefit under this Agreement are deemed to constitute Agreement, or any plan or arrangement of the Company or its affiliates, that constitutes a “nonqualified deferred deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the date of termination of the Executive’s employment would be subject to the Section 409A additional tax because the Executive is a “specified employee” (within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of and as determined by the Department of Treasury RegulationsCompany), each such the payment that the Executive may or benefit will be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements paid or corresponding in-kind benefits provided to the Executive under this Agreement on the earlier of the first day following the six (including, without limitation, 6) month anniversary of the Health Payment and Executive’s termination of employment or death. 4.7.3 Any payment or benefit due upon a termination of the Health Gross-Up Payment) are deemed to constitute Executive’s employment that represents a “deferred deferral of compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptlyprovided to the Executive only upon a “separation from service” as defined in Treas. Reg. § 1.409A-1(h). Each payment made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation § 1.409A-1 through A-6. 4.7.4 Notwithstanding anything to the contrary in Agreement, but any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to the Executive only to the extent that the expenses are not later than December 31 incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which the expense was incurred, Executive’s “separation from service” occurs; and in any event in accordance with Section 1.409A-3(i)(1)(iv) provided further that such expenses are reimbursed no later than the last day of the Department third calendar year following the calendar year in which the Executive’s “separation from service” occurs. To the extent any expense reimbursement or the provision of Treasury Regulations. The any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such payments expenses eligible for reimbursement, or expense reimbursements the provision of any in-kind benefit, in one calendar year shall not affect the expenses or provision of in-kind benefits or expenses eligible for payment or reimbursement in any other calendar yearyear (except for any life-time or other aggregate limitation applicable to medical expenses), other than an arrangement providing for and in no event shall any expenses be reimbursed after the reimbursement of medical expenses referred to in Section 105(b) last day of the Codecalendar year following the calendar year in which the Executive incurred such expenses, and the Executive’s in no event shall any right to such payments reimbursement or reimbursement the provision of any such expenses shall not in-kind benefit be subject to liquidation or exchange for any other another benefit.” 5. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof that would call for the application of the substantive law of any jurisdiction other than the State of Delaware. 6. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which, taken together, shall constitute a single instrument.

Section 409A. (a) To The delivery of the extent applicable, this Agreement Holder’s Shares as described in Section 6 shall be interpreted made in accordance with such Section, provided that with respect to delivery due to termination of Employment for reasons other than death, the delivery at such time can be characterized as a “short-term deferral” for purposes of Section 409A. 409A or as otherwise exempt from the provisions of Section 409A, or if any portion of the delivery cannot be so characterized, and the Holder is a “specified employee” under Section 409A, such portion of the delivery shall be delayed until the earlier to occur of the Holder’s death or the date that is six months and one day following the Holder’s termination of Employment. For purposes of this Agreement, the terms “terminates,” “terminated,” “termination,” “termination of employment,” and variations thereof, as used in this Agreement to refer to the Holder’s termination of Employment, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A. (b) This Agreement and the Units provided hereunder are intended to comply with Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may shall be subject to Section 409A, interpreted and construed consistent with this intent. Although the Company may adopt such amendments and the Committee intend to administer this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, so that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) it will comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of extent applicable, neither the Company nor the Committee represents or warrants that this Agreement from the value of this Agreement (without taking into account the effect of will comply with Section 409A) prior to the adoption 409A or taking of such amendments, policies, procedures or actions. No any other provision of this Agreement federal, state, local, or non-United States law. Neither the Company or its Affiliates, nor their respective directors, officers, employees or advisers shall be interpreted or construed liable to transfer any liability for failure to comply with the requirements of Section 409A from the Executive Holder (or any other individual to claiming a benefit through the Company Holder) for any tax, interest, or any of its Affiliates, employees or agents. (b) To penalties the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated Holder might owe as a separate and distinct payment. (c) To result of participation in the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the CodePlan, and the Executive’s right Company and its Affiliates shall have no obligation to such payments indemnify or reimbursement of otherwise protect any such expenses shall not be subject Holder from the obligation to liquidation or exchange for pay any other benefit.taxes pursuant to Section 409A.

Section 409A. (a) To Although the Company does not guarantee to the Participant any particular tax treatment relating to the Units, the Units provided hereunder are intended to comply with the applicable requirements of Section 409A of the Code, to the extent applicablesubject thereto, this Agreement and shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority 409A of the Board determines that Code or any amounts payable pursuant damages for failing to this Agreement may be comply with Section 409A of the Code. To the extent the Units constitute deferred compensation subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A of the Code, and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive extent the Units are vested on the Participant’s Termination of this Agreement Employment in accordance with Sections 3(b) or (e) above, if on the date of the Participant’s “separation from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensationservice” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii409A(a)(2)(A)(i) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitationCode, the Health Payment and the Health Gross-Up Payment) are Participant is deemed to constitute be a “deferred compensationspecified employee” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b409A(a)(2)(B) of the Code, and the Executivedelivery of the shares of Stock subject to the Units shall, to the extent required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, be made on the date that is six months following such date or, if earlier, the date of the Participant’s right death. Notwithstanding any provision of this Award Agreement to such payments or reimbursement the contrary, for purposes of any such expenses provision of this Award Agreement providing for distribution of shares of Stock upon a Termination of Employment that is considered deferred compensation under Section 409A, references to the Participant’s Termination of Employment (and corollary terms) with the Company shall not be subject construed to liquidation or exchange for any other benefitrefer to the Participant’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company.

Section 409A. (a) To the extent applicable, this 4.7.1 This Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement is intended to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with satisfy the requirements of Section 409A of the Code (“Section 409A”) with respect to amounts, if any, subject thereto and thereby avoid shall be interpreted and construed and shall be performed by the application parties consistent with such intent. If either party notifies the other in writing that one or more or the provisions of penalty taxes this Agreement contravenes any Treasury Regulations or guidance promulgated under Section 409A or causes any amounts to be subject to interest, additional tax or penalties under Section 409A; provided that no such amendments, policiesthe parties shall agree to negotiate in good faith to make amendments to this Agreement as the parties mutually agree, procedures reasonably and in good faith are necessary or actions shall reduce the economic value desirable, to (i) maintain to the Executive maximum extent reasonably practicable the original intent of this Agreement from the value of this Agreement (applicable provisions without taking into account violating the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements provisions of Section 409A from or increasing the Executive or any other individual costs to the Company of providing the applicable benefit or payment and (ii) to the extent possible, to avoid the imposition of any of its Affiliatesinterest, employees additional tax or agentsother penalties under Section 409A upon the parties. (b) 4.7.2 To the extent that the Executive would otherwise be entitled to any installment payments payment or benefit under this Agreement are deemed to constitute Agreement, or any plan or arrangement of the Company or its affiliates, that constitutes a “nonqualified deferred deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the date of termination of the Executive’s employment would be subject to the Section 409A additional tax because the Executive is a “specified employee” (within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of and as determined by the Department of Treasury RegulationsCompany), each such the payment that the Executive may or benefit will be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements paid or corresponding in-kind benefits provided to the Executive under this Agreement on the earlier of the first day following the six (including, without limitation, 6) month anniversary of the Health Payment and Executive’s termination of employment or death. 4.7.3 Any payment or benefit due upon a termination of the Health Gross-Up Payment) are deemed to constitute Executive’s employment that represents a “deferred deferral of compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptlyprovided to the Executive only upon a “separation from service” as defined in Treas. Reg. § 1.409A-1(h). Each payment made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation § 1.409A-1 through A-6. 4.7.4 Notwithstanding anything to the contrary in Agreement, but any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to the Executive only to the extent that the expenses are not later than December 31 incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which the expense was incurred, Executive’s “separation from service” occurs; and in any event in accordance with Section 1.409A-3(i)(1)(iv) provided further that such expenses are reimbursed no later than the last day of the Department third calendar year following the calendar year in which the Executive’s “separation from service” occurs. To the extent any expense reimbursement or the provision of Treasury Regulations. The any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such payments expenses eligible for reimbursement, or expense reimbursements the provision of any in-kind benefit, in one calendar year shall not affect the expenses or provision of in-kind benefits or expenses eligible for payment or reimbursement in any other calendar yearyear (except for any life-time or other aggregate limitation applicable to medical expenses), other than an arrangement providing for and in no event shall any expenses be reimbursed after the reimbursement of medical expenses referred to in Section 105(b) last day of the Codecalendar year following the calendar year in which the Executive incurred such expenses, and the Executive’s in no event shall any right to such payments reimbursement or reimbursement the provision of any such expenses shall not in-kind benefit be subject to liquidation or exchange for any other another benefit.

Section 409A. (a) Amounts paid under this Agreement are intended to satisfy the requirements of the “short term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations and thus, will not constitute a “deferral of compensation” governed by Section 409A. (b) Amounts paid under this Agreement that do not satisfy the requirements of the “short term deferral” rule as described in clause 7(a) above are intended to satisfy the requirements of the “separation pay plan” rule set forth in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, and thus, will not constitute a “deferral of compensation” governed by Section 409A. (c) Amounts paid under this Agreement are intended to constitute “separate payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2). (d) The Company intends the amounts paid under this Agreement to satisfy either the “short term deferral” rule (described in clause 7(a) above) or the “separation pay plan” rule (described in clause 7(b) above) so that none of the severance payments and benefits provided hereunder will be deemed a deferral of compensation that is subject to the additional tax imposed under Section 409A and any ambiguities herein will be interpreted to satisfy the “short term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations, or alternatively, to satisfy the “separation pay plan” rule set forth in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment of severance or other benefits to Executive under Section 409A. (e) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A the requirements for the “short term deferral” rule and/or preserve the intended tax treatment of the benefits provided with respect to such payments or “separation pay plan” rule are not satisfied, and (ii) comply with Executive is a “specified employee” of the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement Company (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (bsuccessor entity thereto) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A409A(a)(2)(B)(i) on the date of Executive’s termination (other than a termination due to death), for purposes then the portion of the severance payments payable to Executive, if any, under this Agreement, when considered together with any other severance payments or separation benefits that is deemed a deferral of compensation under Section 409A shall be delayed until the earlier of (includingA) the date that is six (6) months and one (1) day after the date of termination, or (B) the date of Executive’s death (such date, the “Delayed Initial Payment Date”), and the Company (or the successor entity thereto) shall (x) pay to Executive a lump sum equal to the amount Executive would have otherwise received on or before the Delayed Initial Payment Date, without limitationany adjustment on account of such delay, for purposes of Section 1.409A-2(b)(2)(iiias if the payments had not been delayed pursuant to this section, and (y) pay the balance of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event payments in accordance with Section 1.409A-3(i)(1)(ivany applicable payment schedules set forth herein. Notwithstanding anything herein to the contrary, if Executive dies following his or her termination, but prior to the six (6) month anniversary of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such termination date, then any payments or reimbursement which have been delayed in accordance with this clause will be payable in a lump sum as soon as administratively practicable after the date of any such expenses shall not be subject to liquidation or exchange for any other benefitExecutive’s death.

Section 409A. (a) To the extent applicable, this Agreement is intended to comply with Section 409A so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Grantee, and this Agreement shall be construed, interpreted and administered in accordance a manner that is consistent with this intent and the requirements for avoiding additional taxes or penalties under Section 409A. Notwithstanding the foregoing, 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) Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to a Grantee or for the Grantee’s benefit under this Agreement and grants hereunder may not be reduced by, or offset against, any amount owing by the Grantee to the Company or any of its Subsidiaries. Each installment of the Cash Award that becomes payable hereunder is a “separate payment” for purposes of Section 409A. (c) 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 Cash Award and this Agreement. (d) Notwithstanding any provision of this Agreement to the contrary, in the event that a majority light of the Board determines that any amounts payable pursuant uncertainty with respect to this Agreement may be subject to the proper application of Section 409A, the Company may adopt such reserves the right to make amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the terms of the Cash Award as the Company determines are deems necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect desirable to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application imposition of penalty taxes or penalties under Section 409A; provided that no such amendments409A. In any case, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to neither the Company or nor any of its Affiliates, employees affiliates will have any obligation to indemnify or agentsotherwise hold the Grantee harmless from any or all of such taxes or penalties. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. (a) To the extent that the Committee determines that any Award granted under the Plan is subject to Section 409A, the Award Agreement evidencing such Award shall include the terms and conditions required by Section 409A. To the extent applicable, this Agreement the Plan and Award Agreements shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement the Plan to the contrary, in the event that a majority of following the Board Effective Date (as defined in 9 below), the Committee determines that any amounts payable pursuant to this Agreement Award may be subject to Section 409A, the Company Committee may adopt such amendments to this Agreement or the Plan and the applicable Award Agreement, adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or ) and/or take any other actions, actions that the Company Committee determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or to preserve the intended tax treatment of the benefits provided with respect Award, including without limitation, actions intended to such payments (i) exempt the Award from Section 409A, or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided provided, however, that no such amendmentsnothing herein shall create any obligation on the part of the Committee, policiesthe Partnership, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliatestheir Affiliates to adopt any such amendment, employees policy or agents. (b) To procedure or take any such other action, nor shall the extent Committee, the Partnership, the Company or any of their Affiliates have any liability for failing to do so. Notwithstanding any provision in the Plan to the contrary, the time of payment with respect to any Award that any installment payments under this Agreement are deemed is subject to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (includingshall not be accelerated, without limitation, for purposes except as permitted under Treasury Regulation Section 1.409A-3(j)(4). Notwithstanding any provision of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided Plan to the Executive under this Agreement (includingcontrary, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute if a Participant is a “deferred compensationSpecified Employee” within the meaning of Section 409A as of the date of such Participant’s termination of employment and the Company determines, in good faith, that immediate payment of any amounts or benefits under this Plan would cause a violation of Section 409A, then any amounts or benefits which are payable under this Plan upon the Participant’s “separation from service” within the meaning of Section 409A that: (i) are subject to the Executiveprovisions of Section 409A; (ii) are not otherwise exempt under Section 409A; and (iii) would otherwise be payable during the first six-month period following such separation from service, such amounts shall be paid as soon as practicable on the first business day next following the earlier of: (1) the date that is six months and one day following the date of termination; or reimbursed reasonably promptly, but not later than December 31 (2) the date of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the ExecutiveParticipant’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefitdeath.

Section 409A. The parties intend that any amounts payable under this Agreement comply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (a“Section 409A”) To (including under Treasury Regulation §§ l.409A-l(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the extent applicableexceptions under subparagraph (iii) and subparagraph (v)(D)) and other applicable provisions of Treasury Regulation §§ l.409A-l through A-6). For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in accordance with a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. Notwithstanding the foregoing, the Company does not guarantee any provision particular tax effect, and Executive shall be solely responsible and liable for the satisfaction of this all taxes, penalties and interest that may be imposed on or for the account of Executive in connection with the Agreement (including any taxes, penalties and interest under Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold Executive (or any beneficiary) harmless from any or all of such taxes, penalties or interest. With respect to the contrary, in the event that a majority time of the Board determines that payments of any amounts payable pursuant to this under the Agreement may be that are “deferred compensation” subject to Section 409A, references in the Company may adopt such amendments Agreement to this Agreement or adopt other policies “termination of employment” (and procedures (including amendmentssubstantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. For the avoidance of doubt, policies and procedures with retroactive effect), or take it is intended that any other actions, that the Company determines are necessary or appropriate to: (i) expense reimbursement made to Executive hereunder shall be exempt such payments from Section 409A and/or preserve 409A. Notwithstanding the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendmentsforegoing, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement if any expense reimbursement made hereunder shall be interpreted or construed determined to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute be “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A then (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iiii) the amount of the Department indemnification payment or expense reimbursement during one taxable year shall not affect the amount of Treasury Regulations)the expense reimbursement during any other taxable year, each such payment that (ii) the Executive may be eligible to receive under this Agreement expense reimbursement shall be treated as a separate and distinct payment. (c) To made on or before the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning last day of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the ’s taxable year following the year in which the expense was incurred, incurred and in any event in accordance with Section 1.409A-3(i)(1)(iv(iii) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or expense reimbursement of any such expenses shall not be subject to liquidation or exchange for any other another benefit.

Section 409A. This Agreement is intended to comply with or be exempt from Section 409A of the Code (atogether with any Department of Treasury regulations and other interpretive guidance that may be issued after the Effective Date, “Section 409A”) To and, to the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding However, notwithstanding any other provision of the Plan or this Agreement to Agreement, if at any time the contrary, in the event that a majority of the Board Company determines that any amounts payable pursuant to this Agreement the Units may be subject to Section 409A, the Company may shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that as the Company determines are necessary or appropriate to: (i) either for the Units to be exempt such payments from the application of Section 409A and/or preserve the intended tax treatment of the benefits provided with respect or to such payments or (ii) comply with the requirements of Section 409A and thereby avoid 409A. Notwithstanding the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures foregoing or actions shall reduce the economic value anything contained herein to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendmentscontrary, policies, procedures or actions. No no provision of the Plan or this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive Participant or any other individual to the Company or any of its Affiliates, employees or agents. (b) affiliates. Each settlement of a Unit in connection with a Settlement Date shall be treated as a separate payment for purposes of Section 409A. To the extent that any installment payments under this Agreement Units are deemed determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A then if the Participant is a “specified employee” (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A 409A) at the time of his “separation from service” (within the meaning of Section 409A), then to the Executiveextent required by Section 409A, any Units that otherwise would have been settled within 6 months after the date of such amounts separation from service instead shall be paid or reimbursed reasonably promptly, but not later than December 31 settled on the earlier of (i) six (6) months and one (1) day after the Participant’s separation from service and (ii) the date of the year following Participant’s death. Further, the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount settlement of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall Units may not be subject accelerated except to liquidation or exchange for any other benefit.the extent permitted by Section 409A.

Section 409A. The parties intend that any amounts payable hereunder comply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (a“Section 409A”) To (including under Treasury Regulation §§ l.409A-l(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the extent applicableexceptions under subparagraph (iii) and subparagraph (v)(D)) and other applicable provisions of Treasury Regulation§§ 1.409A-1 through A-6). For purposes of Section 409A, each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in accordance with a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. Notwithstanding the foregoing, the Company does not guarantee any provision particular tax effect, and Executive shall be solely responsible and liable for the satisfaction of this all taxes, penalties and interest that may be imposed on or for the account of Executive in connection with the Agreement (including any taxes, penalties and interest under Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold Executive (or any beneficiary) harmless from any or all of such taxes, penalties or interest. With respect to the contrary, in the event that a majority time of the Board determines that payments of any amounts payable pursuant to this under the Agreement may be that are “deferred compensation” subject to Section 409A, references in the Company may adopt such amendments Agreement to this Agreement or adopt other policies “termination of employment” (and procedures (including amendmentssubstantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. For the avoidance of doubt, policies and procedures with retroactive effect), or take it is intended that any other actions, that the Company determines are necessary or appropriate to: (i) expense reimbursement made to Executive hereunder shall be exempt such payments from Section 409A and/or preserve 409A. Notwithstanding the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendmentsforegoing, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement if any expense reimbursement made hereunder shall be interpreted or construed determined to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute be “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A then (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iiii) the amount of the Department indemnification payment or expense reimbursement during one taxable year shall not affect the amount of Treasury Regulations)the expense reimbursement during any other taxable year, each such payment that (ii) the Executive may be eligible to receive under this Agreement expense reimbursement shall be treated as a separate and distinct payment. (c) To made on or before the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning last day of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the ’s taxable year following the year in which the expense was incurred, incurred and in any event in accordance with Section 1.409A-3(i)(1)(iv(iii) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or expense reimbursement of any such expenses hereunder shall not be subject to liquidation or exchange for any other another benefit.

Section 409A. (a) To The intent of the extent applicable, parties is that payments and benefits under this Agreement comply with or are exempt from Section 409A and this Agreement shall be interpreted and construed in accordance a manner that establishes an exemption from (or compliance with) the requirements of Section 409A. Any terms of this Agreement that are undefined or ambiguous shall be interpreted in a manner that complies with Section 409A to the extent necessary to comply with Section 409A. Notwithstanding anything herein to the contrary, (i) if, on the date of termination, the Executive is a “specified employee” as defined in Section 409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the date that is the first business day of the seventh month following the date of termination (or the earliest date as is permitted under Section 409A), and (ii) if any other payments of money or other benefits due to the Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that preserves the economic benefit and original intent thereof but does not cause such an accelerated or additional tax. Notwithstanding anything to the contrary herein, to the extent required by Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean separation from service. Notwithstanding anything to the contrarycontrary herein, in except to the event that a majority of the Board determines that extent any amounts payable expense, reimbursement or in-kind benefit provided pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment does not constitute a “deferral of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including1) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, without limitation, (2) the reimbursements for purposes of Section 1.409A-2(b)(2)(iii) expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the Department of Treasury Regulations)calendar year following the calendar year in which the applicable expense is incurred, each such and (3) the right to payment that the Executive or reimbursement or in-kind benefits hereunder may not be eligible to receive liquidated or exchanged for any other benefit. Each payment made under this Agreement shall be treated as a separate payment and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided right to the Executive a series of installment payments under this Agreement (including, without limitationis to be treated as a right to a series of separate payments. Notwithstanding the foregoing, the Health Payment and Company does not make any representation to Executive that the Health Gross-Up Payment) payments or benefits provided under this Agreement are deemed to constitute “deferred compensation” within exempt from, or satisfy, the meaning requirements of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code409A, and the Executive’s right Company shall have no liability or other obligation to such payments indemnify or reimbursement hold harmless Executive or any beneficiary of any such expenses shall not be subject to liquidation or exchange Executive for any tax, additional tax, interest or penalties that Executive or any beneficiary of Executive may incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other benefit.action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

Section 409A. (a) To the extent applicable, this Agreement shall be interpreted and applied consistent and in accordance with or exempt from Section 409A. 409A of the Code (together with Department of Treasury regulations and other official guidance issued thereunder, “Section 409A”)). Notwithstanding any provision of this Agreement to the contrary, in if the event that a majority of the Board Company determines that any amounts compensation or benefits payable pursuant to under this Agreement may not either be subject to exempt from or compliant with Section 409A, the Company may may, with the Employee’s prior written consent, adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: to (i) exempt such payments the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments compensation and benefits, or (ii) comply with the requirements of Section 409A and thereby avoid 409A; provided, however, that this Section 9.7(a) does not create an obligation on the application part of penalty taxes the Company to adopt any such amendment, policy or procedure or take any such other action. To the extent permitted under Section 409A; provided that no such amendments, policies, procedures any separate payment or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments benefit under this Agreement are or otherwise shall not be deemed to constitute “nonqualified deferred compensation” within subject to Section 409A to the meaning extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. (b) Notwithstanding any provision to the contrary in the Agreement, to the extent that any payment or benefits constitute non-exempt “nonqualified deferred compensation” for purposes of Section 409A, if the Employee is deemed by the Company at the time of the Employee’s Separation from Service to be a “specified employee” for purposes of Section 409A (including409A(a)(2)(B)(i), without limitation, for purposes to the extent delayed commencement of Section 1.409A-2(b)(2)(iii) any portion of the Department of Treasury Regulationsbenefits to which the Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i), each such payment that portion of the Executive may Employee’s benefits shall not be eligible provided to receive the Employee prior to the earlier of (A) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A) or (B) the date of the Employee’s death. Upon the expiration of the applicable Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 9.7 shall be paid in a lump sum to the Employee, and any remaining payments due under this Agreement shall be treated paid as a separate and distinct paymentotherwise provided herein. (c) To the extent that any reimbursements or corresponding in-kind benefits provided payable pursuant to this Agreement are subject to the Executive under provisions of Section 409A, any such reimbursements payable to Employee pursuant to this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not to Employee no later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements expenses reimbursed in one calendar year shall not affect the expenses or in-kind benefits amount eligible for payment or reimbursement in any other calendar subsequent year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the ExecutiveEmployee’s right to such payments or reimbursement of any such expenses shall under this Agreement will not be subject to liquidation or exchange for any other another benefit. (d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Employee’s right to receive the installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment.

Section 409A. This RSU Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the amounts payable hereunder shall be paid no later than the later of: (ai) the fifteenth (15th) day of the third month following Participant’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this RSU Agreement shall be interpreted in accordance with Code Section 409A. 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any other provision of the Plan, this RSU Agreement to and the contraryGrant Notice, in if at any time the event that a majority of the Board Administrator determines that this Award (or any amounts payable pursuant to this Agreement portion thereof) may be subject to Section 409A, the Company may Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, this RSU Agreement or the Grant Notice, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that as the Company Administrator determines are necessary or appropriate to: (i) for this Award either to be exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements application of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations)), each such payment that the Executive Participant may be eligible to receive under this RSU Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. This RSU Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the amounts payable hereunder shall be paid no later than the later of: (ai) the fifteenth (15th) day of the third month following Participant’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this RSU Agreement shall be interpreted in accordance with Code Section 409A. 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any other provision of the Plan, this RSU Agreement to and the contraryGrant Notice, in if at any time the event that a majority of the Board Administrator determines that this Award (or any amounts payable pursuant to this Agreement portion thereof) may be subject to Section 409A, the Company may Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, this RSU Agreement or the Grant Notice, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that as the Company Administrator determines are necessary or appropriate to: (i) for this Award either to be exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements application of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from 409A. If the Executive or any other individual RSUs are determined to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed be subject to constitute “nonqualified deferred compensation” within the meaning of Section 409A, (i) settlement of the RSUs will only be in a manner and upon an event permitted by Section 409A (including the six month delay for payments made to “specified employees” (as defined in accordance with Section 409A) upon termination of employment, if applicable), (ii) any amount that is payable upon Participant’s termination of employment, if any, may only be made upon a “separation from service” under Section 409A, and (iii) for purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations)), each such right to a series of installment payments under this RSU Agreement shall be treated as a right to a series of separate payments and each payment that the Executive Participant may be eligible to receive under this RSU Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (ai) To no amount shall be payable pursuant to Section 4.1 unless the Executive’s termination of employment constitutes a Separation from Service and unless, on or prior to the 60th day following the date of Executive’s Covered Termination, Executive executes a waiver and release of claims agreement in the Company’s customary form and does not subsequently revoke such waiver and release of claims agreement and (ii) if at the time of the Executive’s Separation from Service the Executive is determined to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent applicabledelayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of the Executive’s Separation from Service or (B) the date of the Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 4.3 shall be paid in a lump sum to the Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. For purposes of Section 409A of the Code, the Executive’s right to receive any installment payments pursuant to this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision treated as a right to receive a series of this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies separate and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actionsdistinct payments. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments reimbursement of any expense under Sections 3.2 or 4.1 or in-kind benefits provided under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A taxable compensation to the Executive, such amounts shall will be paid reimbursed or reimbursed reasonably promptly, but not provided no later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments expenses reimbursed or expense reimbursements in-kind benefits provided in one calendar year shall not affect the expenses or in-kind benefits eligible for reimbursement or payment or reimbursement in any other calendar subsequent year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments reimbursement or reimbursement payment of any such expenses shall will not be subject to liquidation or exchange for any other benefit. The determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall be made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A. The Award is intended to be exempt from or otherwise comply with Code Section 409A and the Treasury Regulations and other guidance promulgated or issued thereunder (a“Section 409A”) To the extent applicable, and this Award Agreement shall be administered and interpreted in accordance with Section 409A. Notwithstanding any provision of such intent. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that in each case, without the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment consent of the benefits provided with respect Participant in order to such payments or (ii) comply with the requirements of Section 409A and thereby avoid maintain an exclusion from the application of penalty taxes under of, or to maintain compliance with, Section 409A; provided that no and the Participant hereby acknowledges and consents to such amendments, policies, procedures or actions shall reduce rights of the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actionsCommittee. No Notwithstanding any provision of this Award Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliatescontrary, employees or agents. (b) To if the extent that any installment payments under this Agreement are deemed Participant is determined to constitute be a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) as of the Department Participant’s Termination of Treasury Regulations)Service, each such payment that then, to the Executive may be eligible extent required to receive avoid the imposition of tax under Section 409A, payments due under this Award Agreement shall be treated as a separate and distinct payment. (c) To upon the extent Participant’s Termination of Service that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within be Deferred Compensation shall be subject to a six (6)-month delay following such Termination of Service; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the meaning first day of the seventh month following such Termination of Service (or, if earlier, as of the Participant’s death). Notwithstanding the foregoing, the Company does not make any representation to the Participant that the Award is exempt from, or satisfies, the requirements of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code409A, and the Executive’s right Company shall have no liability or other obligation to such payments indemnify or reimbursement of hold harmless the Participant (or any such expenses shall not be subject to liquidation Designated Beneficiary or exchange other person) for any tax, additional tax, interest or penalties that the Participant (or any Designated Beneficiary or other benefit.person) may incur in the event that any provision of this Award Agreement, the Plan or any amendment or modification thereof or any other action taken with respect thereto is deemed to violate any of the requirements of Section 409A.

Section 409A. (a1) It is the parties’ intention that the payments and benefits to which you could become entitled in connection with your employment under this Agreement be exempt from or comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance promulgated thereunder. The provisions of this Section 6(j) shall qualify and supersede all other provisions of this Agreement as necessary to fulfill the foregoing intention while to the maximum possible extent preserving the economic terms otherwise intended hereunder. If you or MF Global believes, at any time, that any of such payment or benefit is not so exempt or does not so comply, you or MF Global will promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on you and on MF Global) or to mitigate any additional tax or interest (or both) that may apply under Section 409A if exemption or compliance is not practicable. MF Global agrees that it will not, without your prior written consent, knowingly take any action, or knowingly refrain from taking any action, other than as required by law, that would result in the imposition of tax or interest (or both) upon you under Section 409A, unless such action or omission is pursuant to your written request. (2) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable each and every payment made pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment 6 of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate payment and distinct paymentnot as one of a series of payments treated as a single payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii). (c3) To the extent that If you are a “specified employee” (determined by MF Global in accordance with Section 409A and Treasury Regulation Section 1.409A-3(i)(2)) as of your separation from service as defined for purposes of Section 409A (a “Separation from Service”) with MF Global, and if any reimbursements payment, benefit or corresponding in-kind benefits entitlement provided to the Executive under for in this Agreement or otherwise both (including, without limitation, the Health Payment and the Health Gross-Up Paymenti) are deemed to constitute constitutes a “deferred deferral of compensation” within the meaning of and subject to Section 409A (“Nonqualified Deferred Compensation”) and (ii) cannot be paid or provided in a manner otherwise provided herein without subjecting you to additional tax or interest (or both) under Section 409A, then any such payment, benefit or entitlement that is payable during the Executive, such amounts first six (6) months following the Separation from Service shall be paid or reimbursed reasonably promptlyprovided to you in a lump sum cash payment to be made on the earlier of (x) your death and (y) the first business day of the seventh (7th) month immediately following your Separation from Service. (4) Except to the extent any reimbursement, but payment or entitlement under this Agreement does not constitute Nonqualified Deferred Compensation, (i) the amount of expenses eligible for reimbursement or the provision of any in-kind benefit (as defined in Section 409A) to you during any calendar year will not affect the amount of expenses eligible for reimbursement or provided as in-kind benefits to you in any other calendar year (subject to any lifetime and other annual limits provided under MF Global’s health plans), (ii) the reimbursements for expenses for which you are entitled shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, or (iii) the right to payment or reimbursement or in-kind benefits may not be liquidated or exchanged for any other benefit. (5) Any payment or benefit paid or provided under Section 6 hereof or otherwise paid or provided due to a Separation from Service that is exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) will be paid or provided to you only to the extent the expenses are not incurred or the benefits are not provided beyond the last day of your second taxable year following your taxable year in which the Separation from Service occurs; provided, however that MF Global reimburses such expenses no later than the last day of the third taxable year following your taxable year in which your Separation from Service occurs. (6) It is the parties’ intention that the definition of Good Reason and the separation-from-service procedures specified in Section 6(c) hereof satisfy the conditions set forth in Treasury Regulation Section 1.409A-1(n)(2) for a termination for Good Reason to be treated as an “involuntary separation from service” for purposes of Section 409A. (7) Any dispute resolution payment (including related reimbursable expenses, fees and other costs) that does not constitute a “legal settlement” in accordance with Treasury Regulation 1.409A-1(b)(11) will be paid by MF Global to you not later than December 31 the last day of the your taxable year following the year in which the expense was incurreddispute is resolved. (8) Any payment, and benefit or entitlement provided for in any event in accordance with Section 1.409A-3(i)(1)(iv) this Agreement that constitutes Nonqualified Deferred Compensation due upon a termination of the Department of Treasury Regulations. The amount of any such payments employment shall be paid or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred provided to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefityou only upon a Separation from Service.

Section 409A. (a) To the extent applicable, this Agreement is intended to comply with Section 409A so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Grantee, and this Agreement shall be construed, interpreted and administered in accordance a manner that is consistent with this intent and the requirements for avoiding additional taxes or penalties under Section 409A. Notwithstanding the foregoing, 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) Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Grantee or for the Grantee’s benefit under this Agreement and grants hereunder may not be reduced by, or offset against, any amount owing by the Grantee to the Company or any of its Subsidiaries. (c) In the event that the Company determines that any amounts payable hereunder may be taxable to the Grantee under Code 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 Cash Award and this Agreement. (d) Notwithstanding any provision of this Agreement to the contrary, in the event that a majority light of the Board determines that any amounts payable pursuant uncertainty with respect to this Agreement may be subject to the proper application of Section 409A409A of the Code, the Company may adopt such reserves the right to make amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the terms of the Cash Award as the Company determines are deems necessary or appropriate to: (i) exempt such payments from desirable to avoid the imposition of taxes or penalties under Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendmentsCode. In any case, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to neither the Company or nor any of its Affiliates, employees affiliates will have any obligation to indemnify or agentsotherwise hold the Grantee harmless from any or all of such taxes or penalties. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. (a) To Although the Company does not guarantee to the Participant any particular tax treatment relating to the Units, the Units provided hereunder are intended to comply with the applicable requirements of Section 409A of the Code, to the extent applicablesubject thereto, this Agreement and shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority 409A of the Board determines that Code or any amounts payable pursuant damages for failing to this Agreement may be comply with Section 409A of the Code. To the extent the Units constitute deferred compensation subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A of the Code, and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive extent the Units are vested on the Participant’s Termination of this Agreement Employment in accordance with Section 4(b), (c) or (f) above, if on the date of the Participant’s “separation from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensationservice” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii409A(a)(2)(A)(i) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitationCode, the Health Payment and the Health Gross-Up Payment) are Participant is deemed to constitute be a “deferred compensationspecified employee” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b409A(a)(2)(B) of the Code, and the Executivedelivery of the shares of Stock subject to the Units shall, to the extent required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, be made on the date that is six months following such date or, if earlier, the date of the Participant’s right death. Notwithstanding any provision of this Award Agreement to such payments or reimbursement the contrary, for purposes of any such expenses provision of this Award Agreement providing for distribution of shares of Stock upon a Termination of Employment that is considered deferred compensation under Section 409A, references to the Participant’s Termination of Employment (and corollary terms) with the Company shall not be subject construed to liquidation or exchange for any other benefitrefer to the Participant’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company.

Section 409A. This Agreement intended to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended and the Department of Treasury Regulations and other interpretive guidelines issued thereunder (a) To “Section 409A”), or an exemption thereto, and if the extent applicable, this Agreement DE Bonus Award qualifies for the “short-term deferral” or “separation pay” exception it shall be interpreted in accordance with Section 409A. paid under the applicable exception to the greatest extent possible. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of the Board BGCP determines that any amounts payable pursuant hereunder will be immediately taxable to this Agreement may be subject to a Participant under Section 409A, BGCP reserves the Company may right (without any obligation to do so or to indemnify a Participant for failure to do so) to (a) adopt such amendments to this Agreement or adopt other and appropriate policies and procedures (procedures, including amendments, amendments and policies and procedures with retroactive effect), or take any other actions, that the Company BGCP determines are to be necessary or appropriate to: (i) exempt such payments from Section 409A and/or to preserve the intended tax treatment of the benefits provided with respect by this Agreement, to preserve the economic benefits of this Agreement and/or (b) take such payments other actions as BGCP determines to be necessary or (ii) appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actionsthereunder. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company BGCP or any of its Affiliates, employees employees, or agents. (b) To . Notwithstanding any provision to the contrary in this Agreement, to the extent that required by Section 409A, any installment payments under this Agreement are reference to a termination of employment shall be deemed to constitute occur only if such termination constitutes a “nonqualified deferred compensationseparation from service” within the meaning of Section 409A, and for purposes of Section 409A 409A, any right of a Participant who is a “specified employee” (including, without limitation, for purposes within the meaning of Section 1.409A-2(b)(2)(iii409A) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “payment of deferred compensation” compensation within the meaning of Section 409A upon a separation from service shall be delayed for six months and one day, to the Executive, extent necessary for such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 form of payment to comply with the year following the year in which the expense was incurred, and in any event in accordance with requirements of Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.409A.

Section 409A. (a) To The Company and the extent applicableExecutive intend for all payments under this Agreement to either to satisfy the requirements of Section 409A of the Code, and all applicable guidance promulgated thereunder or to be exempt from the application of Section 409A of the Code, and this Agreement shall be construed and interpreted accordingly. Notwithstanding any provision in accordance with this Agreement to the contrary, any reference to “termination of employment” or words of similar import under this Agreement shall be deemed to refer to a termination of employment that satisfies the applicable requirements of a “separation from service” under Section 409A. Notwithstanding 409A of the Code. In addition, notwithstanding any provision of this Agreement to the contrary, if, at the time of Executive’s termination of employment with the Company, the Executive is a “specified employee” as defined in the event that a majority Section 409A of the Board determines that any amounts payable Code, and one or more of the payments or benefits received or to be received by the Executive pursuant to this Agreement may be or otherwise would constitute deferred compensation subject to Section 409A409A of the Code, the Company may adopt then no such amendments to payment will be made under this Agreement until the earliest of (i) the date which is six (6) months after Executive’s “separation from service” for any reason, other than “death” or adopt other policies and procedures “disability” (including amendmentsas such terms are used in Section 409A(a)(2) of the Code), policies and procedures with retroactive effect(ii) the date of Executive’s “death” or “disability” (as such terms are used in Section 409A(a)(2) of the Code), or take any other actions, that (iii) the effective date of a “change in the ownership or effective control” of the Company determines are necessary or appropriate to: (i) exempt as such payments from term is used in Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii409A(a)(2)(A)(v) of the Department Code). The reimbursement of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements expenses or corresponding in-kind benefits provided pursuant to this Agreement shall be subject to the Executive under this Agreement following conditions: (including, without limitation, 1) the Health Payment and the Health Grossexpenses eligible for reimbursement or in-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements kind benefits in one calendar taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits eligible for payment or reimbursement in any other calendar taxable year, other than an arrangement providing for ; (2) the reimbursement of medical eligible expenses referred or in-kind benefits shall be made promptly, subject to the Company’s applicable policies, but in Section 105(b) no event later than the end of the Code, year after the year in which such expense was incurred; and (3) the Executive’s right to such payments reimbursement or reimbursement of any such expenses in-kind benefits shall not be subject to liquidation or exchange for any other another benefit. Lastly, for purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

Section 409A. (a) To Neither the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding Award nor any provision of this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable payments made pursuant to this Agreement may be are intended to constitute or provide for a deferral of compensation that is subject to Section 409A. To the extent that the Committee determines that the Award or any such payments are not exempt from Section 409A, the Company Committee may adopt such amendments to (but shall not be required to) amend this Agreement in a manner intended to comply with the requirements of Section 409A or adopt other policies and procedures an exemption therefrom (including amendments, policies and procedures amendments with retroactive effect), or take any other actions, that the Company determines are actions as it deems necessary or appropriate to: to (ia) exempt such the Award or the payments thereunder from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments the Restricted Stock Units and the DERs, or (iib) comply with the requirements of Section 409A and thereby avoid 409A. To the application of penalty taxes under Section 409A; provided that no such amendmentsextent applicable, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply in accordance with the requirements provisions of Section 409A from the Executive or any other individual 409A. Notwithstanding anything in this Agreement to the Company or any of its Affiliatescontrary, employees or agents. (b) To to the extent that any installment payments under this Agreement are deemed to constitute payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” within the meaning for purposes of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) and such payment or benefit would otherwise be payable or distributable hereunder by reason of the Department Participant’s termination of Treasury Regulations)Service, each all references to the Participant’s termination of Service shall be construed to mean a Separation from Service, and the Participant shall not be considered to have a termination of Service unless such payment termination constitutes a Separation from Service with respect to the Participant. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the Executive may be eligible to receive Restricted Stock Units provided under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements are exempt from or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of compliant with Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in no event shall the Company or any event in accordance Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.409A.

Section 409A. (a) To the extent applicable, this Agreement shall The award of RSUs is intended to be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided Code (“Section 409A”) including, but not limited to, by reason of compliance with respect to such payments the short-term deferral exemption as specified in Treas. Reg. § 1.409A-1(b)(4); or (ii) comply in compliance with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce and the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision provisions of this Agreement shall be administered, interpreted or and construed to transfer any liability for failure to comply with accordingly. If the requirements of Section 409A from the Executive or any other individual to Employee is identified by the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute as a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii409A(a)(2)(B)(i) of the Department of Treasury Regulations), each such payment that Code on the Executive may be eligible date on which the Employee has a “separation from service” (other than due to receive under this Agreement shall be treated as a separate and distinct payment. (cdeath) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv1.409A-1(h) of the Department of Treasury Regulations. The amount , notwithstanding the provisions of Sections 2 or 3 hereof, any transfer of shares payable on account of a separation from service that are deferred compensation shall take place on the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service or (ii) such payments or expense reimbursements in one calendar year earlier date as complies with the requirements of Section 409A. To the extent required to comply with Section 409A, (i) the Employee shall not affect be considered to have terminated employment with the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for Company Group when the reimbursement Employee incurs a “separation from service” with a member of medical expenses referred to in the Company Group within the meaning of Section 105(b409A(a)(2)(A)(i) of the Code, and (ii) to the Executive’s right extent the settlement of the RSUs constitutes non-exempt “deferred compensation” for purposes of Section 409A by reason of the occurrence of a Change in Control, such amount would not be payable or distributable to the Employee unless the circumstances giving rise to such payments Change in Control meets any description or reimbursement definition of “change in control event” in Section 409A and applicable regulations. The Company makes no commitment or guarantee to the Employee that any such expenses federal or state tax treatment shall not apply or be subject available to liquidation or exchange any person eligible for any other benefitbenefits under this Agreement.

Section 409A. It is the intention of the Company, the Bank, and the Executive that the severance benefits payable to the Executive under Section 6.2 either be exempt from, or otherwise comply with, Section 409A (a“Section 409A”) To of the Code. Notwithstanding any other term or provision of this Agreement, to the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding that any provision of this Agreement is determined by the Company or the Bank, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of Change in Control or the timing of commencement and completion of severance benefits and/or other benefit payments to the contraryExecutive hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to exempt the benefit from or to comply with Section 409A. The Company, the Bank and the Executive acknowledge and agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six months or more, or otherwise modify the commencement of severance and/or other benefit payments; (iii) modify the completion date of severance and/or (iv) other benefit payments and/or reduce the amount of the benefit otherwise provided. The Company, Bank and the Executive further acknowledge and agree that if, in the event that a majority judgment of the Board determines that any amounts payable pursuant to Company or the Bank, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement may be subject is necessary to exempt the benefits from or to comply with Section 409A, the Company, the Bank, and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Company, the Bank and the Executive). For example, if this Agreement is subject to Section 409A and Section 409A requires that severance and/or other benefit payments must be delayed until at least six months after the Executive terminates employment, then the Bank, the Company may adopt such amendments and the Executive shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six months following the Executive’s termination of employment and substitute therefore a lump sum payment or adopt other policies an initial installment payment, as applicable, at the beginning of the 7th month following the Executive’s termination of employment which, in the case of an initial installment payment, would be equal in the aggregate to the amount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and procedures the Executive’s dependents shall not be denied access to and participation in any health or medical insurance coverage and benefits, for any period of time the Executive and the Executive’s dependents are otherwise eligible, and (including amendments, policies b) the Executive acknowledges and procedures with retroactive effect), or take any other actions, agrees that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of Bank shall have the benefits provided with respect exclusive authority to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to determine whether the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute is a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations409A(a)(2)(B)(i), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (“Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of following the Board Effective Date, the Company determines in good faith that any amounts compensation or benefits payable pursuant to under this Agreement may not be subject to either exempt from or compliant with Section 409A, the Company may shall adopt such amendments to this Agreement or adopt other policies and or procedures (including amendments, policies and procedures with retroactive effecteffective), or take any other actions, that the Company determines are commercially reasonable actions necessary or appropriate to: to (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect payable hereunder, to preserve the economic benefits of such payments compensation and benefits, and/or to avoid less favorable accounting or tax consequences for the Company and/or (ii) to exempt the compensation and benefits payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under thereunder; provided, however, that this Section 409A; provided that no 16(a) does not, and shall not be construed so as to, create any obligation on the part of the Company to adopt any such amendments, policies, policies or procedures or to take any other such actions shall reduce the economic value or to the indemnify Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer for any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agentsdo so. (b) To Notwithstanding anything herein to the extent contrary, Executive acknowledges and agrees that in the event that any installment payments tax is imposed under Section 409A in respect to any compensation or benefits payable to Executive, whether under this Agreement are deemed or otherwise, then (i) the payment of such tax shall be solely Executive’s responsibility, (ii) neither the Company, its affiliates nor any of their respective past or present directors, officers, employees or agents shall have any liability for any such tax and (iii) Executive shall indemnify and hold harmless, to constitute “nonqualified deferred compensation” within the meaning of Section 409Agreatest extent permitted under law, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) each of the Department of Treasury Regulations), each such payment foregoing from and against any claims or liabilities that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year arise in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount respect of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefittax.

Section 409A. (ai) To This Agreement is intended to comply with or be exempt from Section 409A of the Code (together with the Department of Treasury regulations and other interpretive guidance issued thereunder (including, without limitation, any such regulations or other guidance issued after the Grant Date, "Section 409A") and, to the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. 409A. (ii) If and to the extent (a) any portion of any payment, compensation, or other benefit provided to the Participant pursuant to this Agreement in connection with the Participant’s employment termination constitutes "nonqualified deferred compensation" within the meaning of Section 409A and (b) the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations the Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation, or other benefit shall not be paid before the day that is six months plus one day after the date of "separation from service" (as determined under Section 409A) (the "New Payment Date"), except as Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. (iii) Notwithstanding any other provision of the Plan or this Agreement to the contraryAgreement, in the event that a majority of if at any time the Board determines that the RSUs (or any amounts payable pursuant to this Agreement portion thereof) may be subject to Section 409A, the Company may Board shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other period for failure to do so) to adopt such amendments to this Agreement Agreement, or adopt other policies and procedures (including amendments, policies policies, and procedures with retroactive effect), or take any other actions, that as the Company Board determines are necessary or appropriate to: (i) for RSUs to be exempt such payments from the application of Section 409A and/or preserve the intended tax treatment of the benefits provided with respect or to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. 409A. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive Participant or any other individual to the Company or any of its Affiliatesaffiliates, employees employees, or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. The Award is intended to comply with or be exempt from (aunder the “short term deferral” exception) To Section 409A of the Internal Revenue Code (“Section 409A”) and, to the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding 409A, including without limitation any applicable Department of Treasury regulations and other interpretive guidance currently in effect or that may be issued after the effective date of this Agreement. In addition, notwithstanding any provision of this Agreement herein to the contrary, in the event that a majority of following the Board Grant Date, the Administrator determines that any amounts payable pursuant to this Agreement it may be subject necessary or appropriate to Section 409Ado so, the Company Administrator may adopt such amendments to the Plan and/or this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company Administrator determines are necessary or appropriate to: to (ia) exempt such payments the Plan and/or the Stock Units from the application of Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments this Award, or (iib) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided provided, however, that no this paragraph shall not create an obligation on the part of the Administrator to adopt any such amendmentsamendment, policies, procedures policy or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption procedure or taking of take any such amendments, policies, procedures or actionsother action. No provision of this Agreement payment hereunder shall be interpreted or construed to transfer any liability for failure to comply with made during the requirements of Section 409A six (6)-month period following the Grantee’s “separation from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. service” (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A) to the extent that the Administrator determines that paying such amount at the time set forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then within thirty (30) days following the end of such six (6)-month period (or, if earlier, the Grantee’s death), the Administrator shall pay to the Grantee (or to the Grantee’s estate) the cumulative amounts that would have otherwise been payable to the Grantee during such period, without interest. Notwithstanding anything herein or in the Plan to the contrary, to the extent required to avoid the imposition of additional taxes under Section 409A, a “Change in Control” shall not be deemed to have occurred for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated unless such transaction also constitutes a “change in control event,” as a separate and distinct paymentdefined in Treasury Regulation Section 1.409A-3(i)(5). (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. This Award is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder (a“Section 409A”) To and shall be interpreted accordingly. Notwithstanding the extent applicableforegoing or any provision of the Plan to the contrary, if the Award is subject to the provisions of Section 409A (and not excepted therefrom), the provisions of the Plan and this Agreement shall be administered, interpreted and construed in accordance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are manner necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive (or any other individual disregarded to the Company extent such provision cannot be so administered, interpreted, or construed). If any of its Affiliates, employees payments or agents. (b) To the extent that any installment payments under this Agreement are benefits hereunder may be deemed to constitute “nonqualified nonconforming deferred compensation” within compensation subject to taxation under the meaning provisions of Section 409A, for purposes of Section 409A (includingParticipant agrees that the Corporation may, without limitationthe consent of Participant, for purposes of Section 1.409A-2(b)(2)(iii) of modify the Department of Treasury Regulations)Agreement and the Award to the extent and in the manner the Corporation deems necessary or advisable or to take such other action or actions, each such payment including an amendment or action with retroactive effect, that the Executive may be eligible Corporation deems appropriate in order either to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that preclude any reimbursements such payments or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are from being deemed to constitute “deferred compensation” within the meaning of Section 409A or to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any provide such payments or expense reimbursements benefits in one calendar year shall a manner that complies with the provisions of Section 409A such that they will not affect be taxable thereunder. Notwithstanding, the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred Corporation makes no representations and/or warranties with respect to in compliance with Section 105(b) of the Code409A, and the Executive’s right to such payments Participant recognizes and acknowledges that Section 409A could potentially impose upon Participant certain taxes or reimbursement of any such expenses interest charges for which Participant is and shall not be subject to liquidation or exchange for any other benefitremain solely responsible.

Section 409A. (a) a. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of following the Board Effective Date, the Company determines that any amounts compensation or benefits payable pursuant to under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, actions that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or to preserve the intended tax treatment of the compensation and benefits provided with respect payable hereunder, including without limitation actions intended to such payments or (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A 409A, provided, however, that this Section 7 does not, and thereby avoid shall not be construed so as to, create any obligation on the application part of penalty taxes under Section 409A; provided that no the Company to adopt any such amendments, policies, policies or procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of take any other such amendments, policies, procedures or actions. No provision of this Agreement In no event shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company Company, its affiliates or any of its Affiliatestheir respective officers, employees directors or agentsadvisors be liable for any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law. (b) To the extent that any installment payments b. Any right under this Agreement are deemed to constitute a series of installment payments shall be treated as a right to a series of separate payments. c. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to You during the six (6)-month period following Your “nonqualified deferred compensationseparation from service” with the Company (within the meaning of Section 409A, for purposes of ) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii409A(a)(2)(B)(i) of the Department Code. If the payment of Treasury Regulationsany such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of your death), each the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct paymentperiod (without interest). (c) d. To the extent that any reimbursements or corresponding in-kind benefits provided due to the Executive You under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of to which Treasury Regulation Section 409A to the Executive1.409A-3(i)(1)(iv) would apply, any such amounts reimbursements or in-kind benefits shall be paid or reimbursed reasonably promptly, but not in no event later than December 31 31st of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements eligible for reimbursement in one calendar year shall not affect the payments or expenses or in-kind benefits that are eligible for payment or reimbursement in any other calendar taxable year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s Your right to such payments or reimbursement reimbursements of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. Notwithstanding the foregoing, to the extent that any payment due hereunder is (ai) deferred compensation subject to Section 409A of the Code (“Section 409A”), and (ii) is payable to a specified employee (as that term is defined in Section 409A), and (iii) is payable on account of the specified employee’s separation from service (as that term is defined in Section 409A), payment of any part of such amount that would have been made during the six (6) months following the separation from service shall not then be paid but shall rather be paid on the first day of the seventh (7th) month following the separation from service. (1) For this purpose, specified employees shall be identified by the Company on a basis consistent with regulations issued under Section 409A, and consistently applied to all plans, programs, contracts, etc. maintained by the Company that are subject to Section 409A. (2) For this purpose, “termination of employment” shall be defined as “separation from service” as that term is defined under Section 409A. (3) To the extent applicablethat Section 409A is applicable to this Agreement, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement construed and administered to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements rules of Section 409A. Neither the Company nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the participant or other person on account of any amounts under this Plan or on account of any failure to comply with any Code section. (4) The rules of Section 409A of the Code shall apply to this Agreement, and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted construed and administered accordingly. Notwithstanding the foregoing, neither the Company nor any of its officers, directors, agents or construed affiliates shall be obligated, directly or indirectly, to transfer any liability Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Agreement or on account of any failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) section of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. None of the Performance Units or any other amounts paid or credited pursuant to this Agreement are intended to constitute or provide for a deferral of compensation that is subject to Section 409A of the Code. To the extent that the Committee determines that any Performance Units or other amounts are not exempt from Section 409A of the Code, the Committee may (but shall not be required to) amend this Agreement in a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to (a) exempt the Performance Units or other amounts from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Performance Units, or (b) comply with the requirements of Section 409A of the Code. To the extent applicable, this Agreement shall be interpreted in accordance with the provisions of Section 409A. 409A of the Code. Notwithstanding any provision of anything in this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations)Code, each (A) if such payment that or benefit would otherwise be payable or distributable hereunder by reason of the Executive may be eligible Service Provider’s termination of employment or service, then all references to receive under this Agreement the Service Provider’s termination of employment or service shall be treated as construed to mean a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensationseparation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), and the Service Provider shall not be considered to have a termination of employment or service unless such termination constitutes a Separation from Service with respect to the Service Provider, and (B) if such payment or benefit would otherwise be payable or distributable hereunder upon a Change of Control, then no such payment or distribution shall be made unless such Change of Control also constitutes a “change in the ownership of a corporation,” a “change in the effective control of a corporation,” or a “change in the ownership of a substantial portion of a corporation’s assets,” in each case, within the meaning of Treasury Regulation Section 1.409A-3(i)(5), as applied to non-corporate entities, or unless another payment date in Section 6 that is also a permissible payment event under Section 409A of the Code earlier occurs. Notwithstanding anything to the Executivecontrary in this Agreement, such no amounts payable under this Agreement on account of the Service Provider’s Separation From Service shall be paid or reimbursed reasonably promptly, but not later than December 31 to the Service Provider prior to the expiration of the year six (6) month period following the year Service Provider’s Separation From Service to the extent that the Partnership Entities determine that paying such amounts prior to the expiration of such six (6) month period would result in which the expense was incurred, and in any event in accordance with a prohibited distribution under Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b409A(a)(2)(B)(i) of the Code, and . If the Executive’s right to such payments or reimbursement payment of any such expenses amount is delayed as a result of the preceding sentence, then on the first business day following the end of the applicable six (6) month period (or such earlier date upon which such amount may be paid under Section 409A of the Code without resulting in a prohibited distribution), the amount shall not be subject paid to liquidation or exchange for any other benefitthe Service Provider.

Section 409A. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, if the Executive is a “specified employee” as defined in the event that a majority Section 409A of the Board determines that Code (“Code Section 409A”), the Executive shall not be entitled to any amounts payable pursuant payments upon a termination of his employment until the earlier of (i) the date which is six (6) months after his termination of employment for any reason other than death, or (ii) the date of the Executive’s death. Furthermore, with regard to this Agreement may any benefit to be subject provided upon a termination of employment, to the extent required by Code Section 409A, the Company may adopt Executive shall pay the premium for such amendments to this Agreement or adopt other policies benefit during the aforesaid period and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that be reimbursed by the Company determines are necessary or appropriate to: (i) exempt Corporation therefor promptly after the end of such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value period. Any amounts otherwise payable to the Executive following a termination of his employment that are not so paid by reason of this Agreement from Section 23(a) shall be paid as soon as practicable after the value date that is six (6) months after the termination of the Executive’s employment (or, if earlier, the date of the Executive’s death). The provisions of this Agreement (without taking into account the effect of Section 409A23(a) prior shall only apply if, and to the adoption extent, required to comply with Code Section 409A. (b) The Corporation shall use its best efforts to design, administer and timely amend (to the extent necessary) its benefit plans, programs, agreements, awards and arrangements with, covering, granted to, or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure in which the Executive participates so as to comply with the requirements of Code Section 409A from the Executive or any other individual 409A. Any amendment required pursuant to the Company or any of its Affiliates, employees or agents. (b) preceding sentence shall be designed to preserve the intended benefits to the maximum extent reasonably possible. To the extent that the Executive’s consent is required to effect any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409Asuch amendment, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible agrees to receive under this Agreement shall be treated as a separate and distinct paymentso consent. (c) To the extent that this Agreement or any reimbursements plan, program or corresponding in-kind benefits provided to award of the Corporation in which the Executive under this Agreement (including, without limitation, participates or which has been or is granted by the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A Corporation to the Executive, such amounts as applicable, is subject to Code Section 409A, the Corporation and the Executive agree that the terms and conditions of plan, program or award shall be paid or reimbursed construed and interpreted to the maximum extent reasonably promptlypossible, but not later than December 31 without altering the fundamental intent of the year following the year in which the expense was incurredagreement, and in any event in accordance to comply with Code Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.409A.

Section 409A. The Award is intended to comply with or be exempt from (aunder the “short term deferral” exception) To Section 409A of the Internal Revenue Code (“Section 409A”) and, to the extent applicable, this Award Agreement shall be interpreted in accordance with Section 409A. Notwithstanding 409A, including without limitation any applicable Department of Treasury regulations and other interpretive guidance currently in effect or that may be issued after the effective date of this Award Agreement. In addition, notwithstanding any provision of this Agreement herein to the contrary, in the event that a majority of following the Board Grant Date, the Administrator determines that any amounts payable pursuant to this Agreement it may be subject necessary or appropriate to Section 409Ado so, the Company Administrator may adopt such amendments to the Plan and/or this Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company Administrator determines are necessary or appropriate to: to (ia) exempt such payments the Plan and/or the Stock Units from the application of Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments this Award, or (iib) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided provided, however, that no this paragraph shall not create an obligation on the part of the Administrator to adopt any such amendmentsamendment, policies, procedures policy or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption procedure or taking of take any such amendments, policies, procedures or actionsother action. No provision of this Agreement payment hereunder shall be interpreted or construed to transfer any liability for failure to comply with made during the requirements of Section 409A six (6)-month period following the Grantee’s “separation from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. service” (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A) to the extent that the Administrator determines that paying such amount at the time set forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then within thirty (30) days following the end of such six (6)-month period (or, if earlier, the Grantee’s death), the Administrator shall pay to the Grantee (or to the Grantee’s estate) the cumulative amounts that would have otherwise been payable to the Grantee during such period, without interest. Notwithstanding anything herein or in the Plan to the contrary, to the extent required to avoid the imposition of additional taxes under Section 409A, a “Change in Control” shall not be deemed to have occurred for purposes of this Award Agreement unless such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations1.409A-3(i)(5), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. (a) To The intent of the parties is that all payments and benefits under this Agreement comply or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (“Section 409A”). The parties hereto acknowledge and agree that, to the extent applicable, and to the extent that any term or provision is ambiguous, this Agreement shall be interpreted in accordance with with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority 409A of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, Code and the Company may adopt such amendments to this Agreement or adopt Department of Treasury Regulations and other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actionsinterpretive guidance issued thereunder. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliatesaffiliates, employees or agents. (b) To Notwithstanding any provision to the extent contrary in this Agreement: (i) no amount that any installment payments under this Agreement are deemed to constitute is “nonqualified deferred compensation” for purposes of Section 409A shall be payable pursuant to Section 4 unless the termination of Executive’s employment constitutes a “separation from service” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii1.409A-1(h) of the Department of Treasury Regulations); (ii) if Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, each such payment that to the extent delayed commencement of any portion of the termination benefits to which Executive may be eligible to receive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A, including, without limitation, exclusions for separate installment payments and exclusions under Section 1.409A-1(b)(9)(iii) of the Department of Treasury Regulations) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination benefits shall not be provided to Executive prior to the earlier of (x) the expiration of the six-month period measured from the date of Executive’s separation from service with the Company or (y) the date of Executive’s death. (iii) the determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); (iv) for purposes of Section 409A, Executive’s right to receive severance payments shall be treated as a right to receive a series of separate and distinct payment.payments as described in Treasury Regulation Section 1.409A(2)(b)(2); and (cv) To to the extent that any reimbursements reimbursement of expenses or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute constitutes “deferred compensation” within the meaning of under Section 409A to the Executive409A, such amounts reimbursement or benefit shall be paid or reimbursed reasonably promptly, but not provided no later than December 31 of the year following the year in which the expense was incurred, and . The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulationssubsequent year. The amount of any such payments or expense reimbursements in-kind benefits provided in one calendar year shall not affect the expenses or amount of in-kind benefits eligible for payment or reimbursement provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. (ai) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Amended Effective Date (collectively, “Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of following the Board Amended Effective Date, the Company determines that any amounts compensation or benefits payable pursuant to under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, actions that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or to preserve the intended tax treatment of the compensation and benefits provided with respect payable hereunder, including without limitation actions intended to such payments or (iiA) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (B) comply with the requirements of Section 409A 409A, provided, that this Section 5(m) does not, and thereby avoid shall not be construed so as to, create any obligation on the application part of penalty taxes under Section 409A; provided that no the Company to adopt any such amendments, policies, policies or procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of take any other such amendments, policies, procedures or actions. No provision of this Agreement In no event shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company Company, its affiliates or any of its Affiliatestheir respective officers, employees directors or agentsadvisors be liable for any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law. (bii) Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (iii) To the extent that any installment payments or reimbursements provided to the Covered Employee under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of compensation to which Treasury Regulation Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii1.409A-3(i)(1)(iv) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executivewould apply, such amounts shall be paid or reimbursed to the Covered Employee reasonably promptly, but not later than December 31 31st of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements eligible for reimbursement in one calendar year shall not affect the payments or expenses or in-kind benefits that are eligible for payment or reimbursement in any other calendar taxable year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the ExecutiveCovered Employee’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. The following provisions shall apply to this Agreement, notwithstanding any provision to the contrary: (ai) To This Agreement is intended to comply with Section 409A of the Code and ambiguous provisions, if any, shall be construed in a manner that is compliant with or exempt from the application of Section 409A. If a provision of the Agreement would result in the imposition of applicable taxes and interest under Section 409A, such provision may be reformed to avoid imposition of such taxes and interest and no action taken to comply with Code Section 409A shall be deemed to adversely affect any rights or benefits of the Executive hereunder. (ii) This Agreement shall not be amended in a manner that would cause the Agreement or any amounts payable under the Agreement to fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Agreement. (iii) The Company shall neither cause nor permit any payment, benefit or consideration to be substituted for a benefit that is payable under this Agreement if such action would result in the failure of any amount that is subject to Section 409A to comply with the applicable requirements of Section 409A. (iv) The Company shall neither cause nor permit any adjustments to any equity interest to be interpreted made in accordance a manner that would result in the equity interest’s becoming subject to Section 409A unless, after such adjustment, the equity interest is in compliance with the requirements of Section 409A. 409A to the extent applicable. (v) Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to if the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute is a “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensationspecified employee” within the meaning of Section 409A as of the Executive’s Date of Termination, then any amounts or benefits which are payable under this Agreement upon the Executive’s “separation from service” within the meaning of Section 409A which are subject to the Executive, provisions of Section 409A and are not otherwise excluded under Section 409A and would otherwise be payable during the first six-month period following such amounts separation from service shall be paid or reimbursed reasonably promptly, but not later than December 31 of on the year first Business Day next following the year in which earlier of (a) the expense was incurred, date that is six months and in any event in accordance with Section 1.409A-3(i)(1)(ivone day following the Date of Termination or (b) the date of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right death. (vi) For purposes of Section 409A, each payment under this Agreement shall be deemed to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefita separate payment.

Section 409A. a. The Company intends that the payments and benefits provided under this Agreement shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (a) To the extent applicable“Code”), and this Agreement shall be interpreted construed in accordance with Section 409A. a manner that effectuates this intent. Neither the Company nor its respective directors, officers, employees or advisers (other than Executive) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of this Agreement. Notwithstanding any provision of anything in this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments amend this Agreement, to this Agreement take effect retroactively or adopt other policies and procedures (including amendmentsotherwise, policies and procedures with retroactive effect), or take any other actions, that the Company determines are as deemed necessary or appropriate to: (i) advisable for the purpose of remaining exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply complying with the requirements of Section 409A of the Code and thereby avoid the application administrative regulations and rulings promulgated thereunder. Each payment in a series of penalty taxes payments under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed deemed to transfer any liability be a separate payment for failure to comply with the requirements purposes of Section 409A from of the Executive or any other individual Code. b. Notwithstanding anything in this Agreement to the Company contrary, to the extent that any amount or any benefit that would constitute non-exempt “deferred compensation” for purposes of its AffiliatesSection 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable under this Agreement by reason of the occurrence of Executive’s separation from service, employees such Non-Exempt Deferred Compensation will not be payable or agentsdistributable to Executive by reason of such circumstance unless the circumstances giving rise to such separation constitute a “separation from service” under Section 409A of the Code and the applicable regulations. c. In the event that, notwithstanding the clear language of this Agreement and the intent of the Company, any amount or benefit under this Agreement constitutes Non-Exempt Deferred Compensation and is payable or distributable by reason of Executive’s separation from service during a period in which Executive qualifies as a “specified employee” (bas defined in Section 409A of the Code and the final regulations thereunder), then, subject to any permissible acceleration of payment under Section 409A of the Code: i. the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Executive’s separation from service under the terms of this Agreement will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within thirty (30) days after Executive’s death) (in either case, the “Required Delay Period”); and ii. the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. d. To the extent that any installment payments right to reimbursement of expenses or payment of any benefit in-kind under this Agreement are deemed to constitute “nonqualified deferred compensation” within constitutes Non-Exempt Deferred Compensation, (i) any such expense reimbursement shall be made by the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) Company no later than the last day of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the taxable year following the taxable year in which the such expense was incurredincurred by Executive, and in any event in accordance with Section 1.409A-3(i)(1)(iv(ii) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses right to reimbursement or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses 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 taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other benefittaxable year.

Section 409A. It is intended that this Agreement will comply with Section 409A of the Code and any regulations and guidelines promulgated thereunder (a) To collectively, “Section 409A”), to the extent applicablethe Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his “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 payment or benefit 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 (after taking into account any applicable exceptions to such requirement), such payment or benefit 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 the Executive’s “separation from service,” or (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 7 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be interpreted paid or provided in accordance with Section 409A. the normal payment dates specified for them herein. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority for purposes of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered deferred compensation under Section 409A, references to the Executive’s “termination of employment” (and corollary terms) with the Company shall be interpreted or construed to transfer any liability for failure refer to comply the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the requirements Company. Whenever a payment under this Agreement specifies a payment period with reference to a number of Section 409A from days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the Executive or any other individual to actual date of payment within the Company or any specified period shall be within the sole discretion of its Affiliates, employees or agents. (b) To the extent that any installment 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. If, under the terms of this Agreement, it is possible for a payment that is subject to Section 409A to be made in two separate taxable years, payment shall be made in the later taxable year. With respect to any reimbursement or in-kind benefit arrangements of the Company that constitute “nonqualified deferred compensation” within the meaning compensation for purposes of Section 409A, for purposes of except as otherwise permitted by Section 409A (including409A, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement following conditions shall be treated as a separate and distinct payment. applicable: (ci) To the extent that any reimbursements amount eligible for reimbursement, or corresponding in-kind benefits provided provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year, (ii) any reimbursement must be made on or before the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 last day of the calendar year following the calendar year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv(iii) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses right to reimbursement or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall is not be subject to liquidation or exchange for another benefit. The Company shall not have any other benefit.obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A.

Section 409A. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. 409A (“Section 409A”) of the United States Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding any provision of this Agreement to the contrary, in if the event that a majority of the Board Company determines that any amounts compensation or benefits payable pursuant to under this Agreement may be subject to Section 409A, the Company may shall work in good faith with the Employee to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: to avoid the imposition of taxes under Section 409A, including without limitation, actions intended to (i) exempt such payments the compensation and benefits payable under this Agreement from Section 409A 409A, and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided provided, however, that no this Clause 16.2 shall not create an obligation on the part of the Company to adopt any such amendmentsamendment, policiespolicy or procedure or take any such other action, procedures or actions nor shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer Company have any liability for failure failing to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agentsdo so. (b) Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent that permitted under Section 409A, any installment payments separate payment or benefit under this Agreement are or otherwise shall not be deemed to constitute “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. Any payments subject to Section 409A that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement shall only be made upon the Employee’s separation from service (within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any payments or reimbursements or corresponding in-kind benefits provided to the Executive Employee under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A compensation to the ExecutiveEmployee to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements eligible for reimbursement in one calendar year shall not affect the payments or expenses or in-kind benefits that are eligible for payment or reimbursement in any other calendar taxable year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the ExecutiveEmployee’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. (a) To The following rules shall apply, to the extent applicablenecessary, this Agreement shall with respect to distribution of the payments and benefits, if any, to be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement provided to the contraryEmployee under this Agreement. Subject to the provisions in this Section 17, in the event that a majority of the Board determines that any amounts payable payments pursuant to this Agreement may be subject to Section 409A, shall begin only upon the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment date of the benefits provided with respect Employee’s “separation from service” (determined as set forth below) which occurs on or after the date of the Employee’s termination of employment. A. This Agreement is intended to such payments or (ii) comply with the requirements of or be exempt from Code Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendmentsparties hereto agree to interpret, policies, procedures or actions shall reduce the economic value to the Executive of apply and administer this Agreement from in the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure least restrictive manner necessary to comply with therewith or be exempt therefrom and without resulting in any increase in the requirements of Section 409A from amounts owed hereunder by the Executive or any other individual to the Company or any of its Affiliates, employees or agentsCompany. (b) To the extent B. It is intended that any each installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and distinct paymentthe guidance issued thereunder (“Section 409A”). Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. C. If, as of the date of the Employee’s “separation from service” from the Company, the Employee is a “specified employee” (within the meaning of Section 409A), then: each installment of the payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A- 1(b)(4) to the maximum extent permissible under Section 409A; and each installment of the payments and benefits due under this Agreement that are not described in the preceding sentence and that would, absent this subsection, be paid within the six-month period following the Employee’s “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Employee’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Employee’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which the separation from service occurs. (c) To D. The determination of whether and when the extent that any Employee’s separation from service from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 18, “Company” shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-1(h)(3). E. All reimbursements or corresponding and in-kind benefits provided to the Executive under this Agreement (including, without limitation, shall be made or provided in accordance with the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning requirements of Section 409A to the Executiveextent that such reimbursements or in-kind benefits are subject to Section 409A, such amounts shall including, where applicable, the requirements that (i) any reimbursement is 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 during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be paid made on or reimbursed reasonably promptly, but not later than December 31 before the last day of the calendar year following the year in which the expense was incurred, is incurred and in any event in accordance with Section 1.409A-3(i)(1)(iv(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall is not be subject to set off or liquidation or exchange for any other benefit. F. If any payments or benefits are conditioned on the execution of a release, and the period within which the Employee may consider whether to execute the release spans two calendar years, such payments and benefits will not be paid earlier than the first day of the second calendar year within such period. G. Notwithstanding anything herein to the contrary, the Company shall have no liability to the Employee or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

Section 409A. (a) 1. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of following the Board Effective Date, the Company determines that any amounts compensation or benefits payable pursuant to under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, actions that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or to preserve the intended tax treatment of the compensation and benefits provided with respect payable hereunder, including without limitation actions intended to such payments or (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A 409A, provided, however, that this Section VII.I.1 does not, and thereby avoid shall not be construed so as to, create any obligation on the application part of penalty taxes under Section 409A; provided that no the Company to adopt any such amendments, policies, policies or procedures or to take any other such actions shall reduce the economic value or to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer create any liability on the part of the Company for any failure to comply with do so. In no event shall the requirements Company, any of Section 409A from the Executive or any other individual to the Company their respective affiliates or any of its Affiliatestheir respective officers, employees directors or agentsadvisors be liable for any taxes, penalties or interest imposed under or by operation of Section 409A. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To 2. Notwithstanding anything to the extent that any installment payments under contrary in this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409AAgreement, for purposes of Section 409A no compensation or benefits (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements compensation or corresponding in-kind benefits provided pursuant to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up PaymentSection IV.D.2 or IV.D.3 above) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid to Executive during the six (6)-month period following Executive’s Separation from Service if the Company determines that paying such amounts at the time or reimbursed reasonably promptly, but not later than December 31 of the year following the year times indicated in which the expense was incurred, and in any event in accordance with this Agreement would be a prohibited distribution under Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b409A(a)(2)(B)(i) of the Code, and . If the Executive’s right to such payments or reimbursement payment of any such expenses amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Executive’s death), the Company shall not be subject pay Executive a lump-sum amount equal to liquidation or exchange for any other benefitthe cumulative amount that would have otherwise been payable to Executive during such period (without interest).

Section 409A. You and the Company agree that the payment schedule for any payments described in this Section 3 may be adjusted as necessary to avoid the application of the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, (a“Section 409A”), provided that no such adjustment shall result in either a decrease of any benefit or payment contemplated herein, nor an increase in the cost of providing such payment or benefit. For example, if at the time of your separation from service, you are a “specified employee,” as hereinafter defined, any and all amounts payable under this Section 3 in connection with such separation from service that constitute deferred compensation subject to Section 409A, as determined by the Company in its sole discretion, and that would (but for this sentence) be payable within six months following such separation from service, shall instead be paid on the date that follows the date of such separation from service by six (6) months. For purposes of the preceding sentence, “separation from service” shall be determined in a manner consistent with subsection (a)(2)(A)(i) of Section 409A and the term “specified employee” shall mean an individual determined by the Company to be a specified employee as defined in subsection (a)(2)(B)(i) of Section 409A. This Agreement will be interpreted and administered in accordance with the applicable requirements of, and exemptions from, Section 409A in a manner consistent with Treas. Reg. § 1.409A-1(c). To the extent applicablepayments and benefits are subject to Section 409A, this Agreement shall be interpreted interpreted, construed and administered in accordance with a manner that satisfies the requirements of (i) Section 409A. Notwithstanding any provision of this Agreement to 409A(a)(2), (3) and (4), (ii) Treas. Reg. § 1.409A-1, et seq., and (iii) transitional relief under IRS Notice 2007-86, and (iv) other applicable authority issued by the contrary, in Internal Revenue Service and the event that a majority U.S. Department of the Board determines that any amounts payable pursuant to Treasury. All payments set forth in this Agreement may Section 3 shall be subject to any applicable federal, state and/or local deductions, withholdings, payroll and other taxes. You will only be entitled to the payments and benefits described above and to no other payments or benefits. You acknowledge that the payments and benefits described in Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect3(a), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To and (e) above represent valuable consideration in excess of that to which you might otherwise be entitled by reason of your employment by and termination from employment with the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct paymentCompany. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. (ai) To Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the Parties is that the payments and benefits under this Agreement be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and all Treasury Regulations and guidance promulgated thereunder (“Code Section 409A”) and to the maximum extent applicable, permitted this Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company or its affiliates or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on the Executive by Code Section 409A. 409A or damages for failing to comply with Code Section 409A. (ii) Notwithstanding any other provision of this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning reimbursement of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute expenses constitutes “deferred compensation” within the meaning of under Code Section 409A to the Executive409A, such amounts reimbursement shall be paid or reimbursed reasonably promptly, but not provided no later than December 31 of the year following the year in which the expense was incurredincurred (or, and where applicable, no later than such earlier time required by this Agreement). The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulationssubsequent year. The amount of any such payments or expense reimbursements in-kind benefits provided in one calendar year shall not affect the expenses or amount of in-kind benefits eligible for payment or reimbursement provided in any other calendar year. (iii) For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of the Company. (iv) Notwithstanding any other than provision of this Agreement to the contrary, if at the time of the Executive’s separation from service (as defined in Code Section 409A), the Executive is a “Specified Employee,” then solely to the extent required by Code Section 409A, the Company will defer the payment or commencement of any nonqualified deferred compensation subject to Code Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Code Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six (6) month period or such shorter period, if applicable). The Executive will be a “Specified Employee” for purposes of this Agreement if, on the date of the Executive’s separation from service, the Executive is an arrangement individual who is, under the method of determination adopted by the Company designated as, or within the category of employees deemed to be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination. (v) Notwithstanding anything in this Agreement or elsewhere 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 reimbursement payment of medical expenses referred to in any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Code Section 105(b) 409A upon or following a termination of the Code, and the Executive’s right to employment unless such payments or reimbursement termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such expenses provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall not mean “separation from service” and the date of such separation from service shall be the date of termination for purposes of any such payment or benefits. In no event shall the timing of the Executive’s execution of the General Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is deferred compensation subject to liquidation or exchange for any other benefitCode Section 409A and subject to execution of the General Release could be executed in more than one taxable year, payment shall be made in the later taxable year.

Section 409A. (a) To the extent applicablethat the Corporation determines that any compensation or benefit payable under this Agreement constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code, and any Treasury Regulations and other interpretive guidance issued thereunder (collectively referred to in this Section as “Section 409A”), the Agreement is intended, with respect to such compensation or benefit, to comply with the applicable requirements of Section 409A or satisfy an applicable exception thereto, and this Agreement shall be interpreted construed and administered in accordance with such intent, provided that the Corporation shall not be required to assume any increased economic burden in connection therewith. Although the Corporation intends to administer this Agreement so that it will comply with the requirements of Section 409A. 409A, the Corporation does not represent or warrant that this Agreement will comply with Section 409A or any other provision of federal, state, local or foreign law. Neither the Corporation nor its directors, officers, employees or advisers shall be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation or benefits paid under this Agreement, and the Corporation shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Section 409A or otherwise or to make any “gross up” payments in respect thereof. Notwithstanding any provision of this Agreement to the contrary, in any compensation or benefit payable hereunder that constitutes a deferral of compensation under Section 409A shall be subject to the event following: (a) The parties agree that a majority of the Board determines that if any amounts compensation or benefit payable pursuant to this Agreement hereunder may be subject to the requirements of Section 409A, the Company Corporation may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actionsactions which are intended, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments compensation or benefit, to either (iia) comply with the applicable requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409Ab) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agentssatisfy an applicable exception thereto. (b) To If the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), to the extent that delayed commencement of any installment payments portion of the compensation or benefits to which the Executive is entitled under this Agreement are is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) (any such delayed commencement, a “Payment Delay”), such compensation or benefits shall be provided to the Executive on the earlier to occur of (1) the date that is six months and one day from the date of the Executive’s “separation from service” with the Corporation or (2) the Executive’s death. Upon the earlier of such dates, all payments and benefits deferred pursuant to the Payment Delay shall be paid in a lump sum to the Executive, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein. The determination of whether the Executive is a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i) as of the time of his separation from service shall be made by the Corporation in accordance with the terms of Section 409A. (c) Each separately identified amount and each installment payment, to which the Executive is entitled to payment shall be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, be a separate payment for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment.409A. (cd) To the extent With regard to any provision herein that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment provides for reimbursement of costs and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for benefits, except as permitted by Section 409A, (i) the right to payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses in-kind benefits shall not be subject to liquidation or exchange for any other benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year of the Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated by any lifetime and other annual limits provided under the Corporation’s health plans and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. (e) The payment of any compensation or benefit that is subject to the requirements of Section 409A may not be accelerated except to the extent permitted by Section 409A.

Section 409A. (a) The parties intend that this Agreement and the payments and benefits provided hereunder, including, without limitation, those provided pursuant to Section 7 hereof, be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treas. Reg. Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treas. Reg. Section 1.409A-1(b)(9)(iii), or otherwise. To the extent applicableCode Section 409A is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits thereunder comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be interpreted interpreted, operated and administered in accordance a manner consistent with such intentions; provided, however that in no event shall the Company or its agents, parents, subsidiaries, affiliates or successors be liable for any additional tax, interest or penalty that may be imposed on you pursuant to Code Section 409A or for any damages incurred by you as a result of this Agreement (or the payments or benefits hereunder) failing to comply with, or be exempt from, Code Section 409A. Notwithstanding Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, in : (a) To the event that a majority of the Board determines that any amounts payable pursuant extent Code Section 409A is applicable to this Agreement may Agreement, a termination of employment shall not be subject deemed to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take have occurred for purposes of any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted providing for the payment of amounts or construed to transfer any liability for failure to comply with the requirements benefits upon or following a termination of employment unless such termination is also a “separation from service,” as defined in Treas. Reg. Section 409A from the Executive or any other individual 1.409A-1(h), after giving effect to the Company or any of its Affiliatespresumptions contained therein (and without regard to the optional alternative definitions available therein), employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409Aand, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year provision of this Agreement, references to “terminate,” “termination,” “termination of employment,” “resignation” and like terms shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.mean “separation from service”;

Section 409A. 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 Section 409A of the Internal Revenue Code of 1986, as amended (a) To the “Code”), and applicable Treasury Regulations issued thereunder. The Parties hereto acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority 409A of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actionsCode. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A of the Code from the Executive you or any other individual to the Company or any of its Affiliatesaffiliates, employees or agents. (b) . To the extent that permitted under Section 409A of the Code, any installment payments separate payment or benefit under this Agreement are or otherwise shall not be deemed to constitute “nonqualified deferred compensation” within subject to Section 409A to the meaning of extent provided in the exceptions in Treasury Regulation Section 409A1.409A-1(b)(4), for purposes Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations)Code. Notwithstanding anything to the contrary in this Agreement, each such payment that the Executive may be eligible to receive under this Agreement no compensation or benefits shall be treated as a separate and distinct payment. paid to you during the six (c) To 6)-month period following your “separation from service” from the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement Company (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to of the ExecutiveCode, a “Separation from Service”) if the Company determines that at the time of your Separation from Service that you are a “specified employee” for purposes of Section 409A of the Code and paying such amounts shall at the time or times indicated in this Agreement would be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with a prohibited distribution under Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b409A(a)(2)(B)(i) of the Code, and . If the Executive’s right to such payments or reimbursement payment of any such expenses amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), the Company shall not be subject pay you a lump-sum amount equal to liquidation or exchange for any other benefitthe cumulative amount that would have otherwise been payable to you during such period.

Section 409A. (a1) It is the parties’ intention that the payments and benefits to which you could become entitled in connection with your employment under this Agreement be exempt from or comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance promulgated thereunder. The provisions of this Section 6(i) shall qualify and supersede all other provisions of this Agreement as necessary to fulfill the foregoing intention while to the maximum possible extent preserving the economic terms otherwise intended hereunder. If you or MF Global believes, at any time, that any of such payment or benefit is not so exempt or does not so comply, you or MF Global will promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on you and on MF Global) or to mitigate any additional tax or interest (or both) that may apply under Section 409A if exemption or compliance is not practicable. MF Global agrees that it will not, without your prior written consent, knowingly take any action, or knowingly refrain from taking any action, other than as required by law, that would result in the imposition of tax or interest (or both) upon you under Section 409A, unless such action or omission is pursuant to your written request. (2) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable each and every payment made pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment 6 of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate payment and distinct paymentnot as one of a series of payments treated as a single payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii). (c3) To the extent that If you are a “specified employee” (determined by MF Global in accordance with Section 409A and Treasury Regulation Section 1.409A-3(i)(2)) as of your separation from service as defined for purposes of Section 409A (a “Separation from Service”) with MF Global, and if any reimbursements payment, benefit or corresponding in-kind benefits entitlement provided to the Executive under for in this Agreement or otherwise both (including, without limitation, the Health Payment and the Health Gross-Up Paymenti) are deemed to constitute constitutes a “deferred deferral of compensation” within the meaning of and subject to Section 409A (“Nonqualified Deferred Compensation”) and (ii) cannot be paid or provided in a manner otherwise provided herein without subjecting you to additional tax or interest (or both) under Section 409A, then any such payment, benefit or entitlement that is payable during the Executive, such amounts first six (6) months following the Separation from Service shall be paid or reimbursed reasonably promptlyprovided to you in a lump sum cash payment to be made on the earlier of (x) your death and (y) the first business day of the seventh (7th) month immediately following your Separation from Service. (4) Except to the extent any reimbursement, but payment or entitlement under this Agreement does not constitute Nonqualified Deferred Compensation, (i) the amount of expenses eligible for reimbursement or the provision of any in-kind benefit (as defined in Section 409A) to you during any calendar year will not affect the amount of expenses eligible for reimbursement or provided as in-kind benefits to you in any other calendar year (subject to any lifetime and other annual limits provided under MF Global’s health plans), (ii) the reimbursements for expenses for which you are entitled shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, or (iii) the right to payment or reimbursement or in-kind benefits may not be liquidated or exchanged for any other benefit. (5) Any payment or benefit paid or provided under Section 6 hereof or otherwise paid or provided due to a Separation from Service that is exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) will be paid or provided to you only to the extent the expenses are not incurred or the benefits are not provided beyond the last day of your second taxable year following your taxable year in which the Separation from Service occurs; provided, however that MF Global reimburses such expenses no later than the last day of the third taxable year following your taxable year in which your Separation from Service occurs. (6) It is the parties’ intention that the definition of Good Reason and the separation-from-service procedures specified in Section 6(c) hereof satisfy the conditions set forth in Treasury Regulation Section 1.409A-1(n)(2) for a termination for Good Reason to be treated as an “involuntary separation from service” for purposes of Section 409A. (7) Any dispute resolution payment (including related reimbursable expenses, fees and other costs) that does not constitute a “legal settlement” in accordance with Treasury Regulation 1.409A-1(b)(11) will be paid by MF Global to you not later than December 31 the last day of the your taxable year following the year in which the expense was incurreddispute is resolved. (8) Any payment, and benefit or entitlement provided for in any event in accordance with Section 1.409A-3(i)(1)(iv) this Agreement that constitutes Nonqualified Deferred Compensation due upon a termination of the Department of Treasury Regulations. The amount of any such payments employment shall be paid or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred provided to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefityou only upon a Separation from Service.

Section 409A. (a) To the extent applicable, this A. This Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement is intended to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) with respect to amounts, if any, subject thereto and thereby avoid shall be interpreted and construed and shall be performed by the application Parties consistent with such intent. If either Party in good faith notifies the other in writing that one or more or the provisions of penalty taxes this Agreement contravenes any Treasury Regulations or guidance promulgated under Section 409A or causes any amounts to be subject to interest, additional tax or penalties under Section 409A; provided that no such amendments, policiesthe Parties shall promptly and reasonably consult with each other, procedures or actions and shall reduce use their efforts to reform the economic value provisions of this Agreement, as appropriate, to (i) maintain to the Executive extent reasonably practicable the original intent of this Agreement from the value of this Agreement (applicable provisions without taking into account violating the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements provisions of Section 409A from or increasing the costs to the Company Group and (ii) to the extent reasonably practicable, to avoid the imposition of any interest, additional tax or other penalties under Section 409A upon the Executive or any other individual to the Company or Group. Notwithstanding the foregoing, in no event shall any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) member of the Department of Treasury Regulations), each such payment that the Executive may Company Group indemnify or be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that responsible for any reimbursements or corresponding in-kind benefits provided to taxes imposed on the Executive under this Agreement (including, without limitation, Section 409A. B. Any payment or benefit due upon a termination of the Health Payment and the Health Gross-Up Payment) are deemed to constitute Executive’s employment that represents a “deferred deferral of compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptlyprovided to the Executive only upon a “separation from service” as defined in Treasury Regulation § 1.409A‑1(h). Each payment made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation § 1.409A‑1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation § 1.409A‑1 through A-6. C. Notwithstanding anything to the contrary in this Agreement or elsewhere, but any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to the Executive only to the extent that the expenses are not later than December 31 incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which the expense was incurred, Executive’s “separation from service” occurs; and in any event in accordance with Section 1.409A-3(i)(1)(iv) provided further that such expenses are reimbursed no later than the last day of the Department third calendar year following the calendar year in which the Executive’s “separation from service” occurs. To the extent any expense reimbursement or the provision of Treasury Regulations. The any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such payments expenses eligible for reimbursement, or expense reimbursements the provision of any in-kind benefit, in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for in no event shall any expenses be reimbursed after the reimbursement of medical expenses referred to in Section 105(b) last day of the Codecalendar year following the calendar year in which the Executive incurred such expenses, and the Executive’s in no event shall any right to such payments reimbursement or reimbursement the provision of any such expenses shall not in-kind benefit be subject to liquidation or exchange for any other another benefit.

Section 409A. Notwithstanding the foregoing, to the extent that any payment due hereunder is (i) deferred compensation subject to Section 409A of the Code (“Section 409A”), and (ii) is payable to a “specified employee” (as that term is defined in Section 409A), and (iii) is payable on account of the specified employee’s separation from service (as that term is defined in Section 409A), payment of any part of such amount that would have been made during the six (6) months following the separation from service shall not then be paid but shall rather be paid on the first day of the seventh (7th) month following the separation from service. (a) To the extent applicableFor this purpose, this Agreement specified employees shall be interpreted in accordance identified by the Company on a basis consistent with regulations issued under Section 409A. Notwithstanding any provision of this Agreement 409A, and consistently applied to all plans, programs, contracts, etc. maintained by the contrary, in the event Company that a majority of the Board determines that any amounts payable pursuant to this Agreement may be are subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents.409A. (b) To the extent that any installment payments under For this Agreement are deemed to constitute purpose, “nonqualified deferred compensationtermination of employment” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated defined as a separate and distinct payment.“separation from service” as that term is defined under Section 409A. (c) To the extent that Section 409A is applicable to this Agreement, this Agreement shall be construed and administered to comply with the rules of Section 409A. Neither the Company nor any reimbursements of its officers, directors, agents or corresponding in-kind benefits provided affiliates shall be obligated, directly or indirectly, to the Executive Employee or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Employee or other person on account of any amounts under this Plan or on account of any failure to comply with any Code section. (d) The rules of Section 409A of the Code shall apply to this Agreement, and this Agreement shall be construed and administered accordingly. Notwithstanding the foregoing, neither the Company nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to the Employee or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Employee or other person on account of any amounts under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount on account of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in failure to comply with any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) section of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. Notwithstanding any provision to the contrary in this Agreement: (ai) To no amount shall be payable pursuant to Section 4.2(b) unless the Executive’s termination of employment constitutes a Separation from Service and unless, prior to the 60th day following the Date of Termination the Executive executes a waiver and release of claims agreement in the Company’s customary form and does not subsequently revoke such waiver and release of claims agreement and (ii) if at the time of the Executive’s Separation from Service the Executive is determined to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent applicabledelayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of the Executive’s Separation from Service or (B) the date of the Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 4.2(d) shall be paid in a lump sum to the Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. For purposes of Section 409A of the Code, the Executive’s right to receive any installment payments pursuant to this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision treated as a right to receive a series of this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies separate and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actionsdistinct payments. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments reimbursement of any expense under Sections 3.3 or 4.2 or in-kind benefits provided under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A taxable compensation to the Executive, such amounts shall will be paid reimbursed or reimbursed reasonably promptly, but not provided no later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments expenses reimbursed or expense reimbursements in-kind benefits provided in one calendar year shall not affect the expenses or in-kind benefits eligible for reimbursement or payment or reimbursement in any other calendar subsequent year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments reimbursement or reimbursement payment of any such expenses shall will not be subject to liquidation or exchange for any other benefit. The determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall be made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Section 409A. (a) To The delivery of the Holder’s Shares as described in Section 6 shall be made in accordance with such Section, provided that with respect to delivery due to termination of Employment for reasons other than death, the delivery at such time can be characterized as a “short-term deferral” for purposes of Section 409A or as otherwise exempt from the provisions of Section 409A, or if any portion of the delivery cannot be so characterized, and the Holder is a “specified employee” under Section 409A, such portion of the delivery shall be delayed until the earlier to occur of the Holder’s death or the date that is six months and one day following the Holder’s termination of Employment. For purposes of this Agreement, the terms “terminates,” “terminated,” “termination,” “termination of employment,” and variations thereof, as used in this Agreement to refer to the Holder’s termination of Employment, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A, to the extent applicable, this . (b) This Agreement shall be interpreted in accordance and the Units provided hereunder are intended to comply with Section 409A. 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may shall be subject to Section 409A, interpreted and construed consistent with this intent. Although the Company may adopt such amendments and the Committee intend to administer this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, so that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) it will comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of extent applicable, neither the Company nor the Committee represents or warrants that this Agreement from the value of this Agreement (without taking into account the effect of will comply with Section 409A) prior to the adoption 409A or taking of such amendments, policies, procedures or actions. No any other provision of this Agreement federal, state, local, or non-United States law. Neither the Company or its Affiliates, nor their respective directors, officers, employees or advisers shall be interpreted or construed liable to transfer any liability for failure to comply with the requirements of Section 409A from the Executive Holder (or any other individual to claiming a benefit through the Holder) for any tax, interest, or penalties the Holder might owe as a result of participation in the Plan, and the Company and its Affiliates shall have no obligation to indemnify or otherwise protect any of its Affiliates, employees or agents. (b) To Holder from the extent that obligation to pay any installment payments under this Agreement are deemed taxes pursuant to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct paymentor otherwise. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. To the extent necessary to ensure compliance with Code Section 409A (“Section 409A”), the provisions of this Section 8 shall govern in all cases over any contrary or conflicting provision in this Agreement. (a) To the extent applicable, It is intended that this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid all guidance issued thereunder by the application of penalty taxes under U.S. Internal Revenue Service with respect to any nonqualified deferred compensation subject to Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this 409A. This Agreement shall be interpreted or construed and administered to transfer any liability maximize the exemptions from Section 409A and, to the extent this Agreement provides for failure deferred compensation subject to Section 409A, to comply with the requirements of Section 409A from and to avoid the imposition of tax, interest and/or penalties upon the Executive under Section 409A. Although the Bank intends to administer this Agreement to prevent taxation under Section 409A, it does not represent or warrant that the form of this Agreement complies with any provision of federal, state, local, or non-United States law. The Bank and its affiliates, and their respective directors, officers, employees and advisers will not be liable to the Executive (or any other individual to claiming a benefit through the Company Executive) for any tax, interest, or any penalties the Executive may owe as a result of its Affiliates, employees or agentsthis Agreement. (b) To the extent that any Each installment in a series of payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall will be treated as a separate and distinct payment. (c) To the extent that necessary to comply with Section 409A, in no event may the Executive, directly or indirectly, designate the taxable year of payment. To the extent necessary to comply with Section 409A, if any reimbursements or corresponding in-kind benefits provided payment to the Executive under this Agreement (including, without limitationis conditioned upon the Executive executing and not revoking a release of claims and if the designated payment period for such payment begins in one taxable year and ends in the next taxable year, the Health Payment payment will be made in the later taxable year. (d) To the extent necessary to comply with Section 409A, references in this Agreement to “termination of employment,” “terminates employment,” “termination date” and similar references shall have the Health Gross-Up Paymentsame meaning as “separation from service” under Section 409A(a)(2)(A)(i) are deemed and any governing Internal Revenue Service guidance and Treasury regulations (“Separation from Service”), and no payment subject to constitute 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) the Executive incurs a Separation from Service; provided that the Bank shall in all cases pay the Executive for services performed as an employee of the Bank even if performed after the occurrence of a separation from service for purposes of Section 409A. In addition, if the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) at the time of the Executive’s Separation from Service, any nonqualified deferred compensation subject to Section 409A that would otherwise have been payable on account of, and within the first six months following, the Executive’s Separation from Service, and not by reason of another event under Section 409A(a)(2)(A), will become payable on the first business day after six months following the date of the Executive’s Separation from Service or, if earlier, the date of the Executive’s death. (e) To the extent that any payment of or reimbursement by the Bank to the Executive of eligible expenses under this Agreement is includible in the Executive’s income and constitutes a “deferral of compensation” within the meaning of Section 409A (a “Reimbursement”) (1) the Executive must request the Reimbursement (with substantiation of the expense incurred) no later than 90 days following the date on which the Executive incurs the corresponding eligible expense; (ii) subject to any shorter time period provided in any Bank expense reimbursement policy or specifically provided otherwise in this Agreement, the Bank shall make the Reimbursement to the Executive, such amounts shall be paid Executive on or reimbursed reasonably promptly, but not later than December 31 before the last day of the calendar year following the calendar year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(ivExecutive incurred the eligible expense; (iii) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses Reimbursement shall not be subject to liquidation or exchange for another benefit; (iv) the amount eligible for Reimbursement in one calendar year shalt not affect the amount eligible for Reimbursement in any other benefitcalendar year; and (v) except as specifically provided otherwise in this Agreement, the period during which the Executive may incur expenses that are eligible for Reimbursement is limited to five calendar years following the calendar year in which the termination date occurs.

Section 409A. (a) To the extent applicable, this Agreement is intended to comply with Section 409A so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Grantee, and this Agreement shall be construed, interpreted and administered in accordance a manner that is consistent with this intent and the requirements for avoiding additional taxes or penalties under Section 409A. Notwithstanding the foregoing, 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) Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Grantee or for the Grantee’s benefit under this Agreement and grants hereunder may not be reduced by, or offset against, any amount owing by the Grantee to the Company or any of its Subsidiaries. (c) In the event that the Company determines that any amounts payable hereunder may be taxable to the Grantee under Code 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 Stock Units and this Agreement. (d) Notwithstanding any provision of this Agreement to the contrary, in the event that a majority light of the Board determines that any amounts payable pursuant uncertainty with respect to this Agreement may be subject to the proper application of Section 409A409A of the Code, the Company may adopt such reserves the right to make amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the terms of the Stock Units as the Company determines are deems necessary or appropriate to: (i) exempt such payments from desirable to avoid the imposition of taxes or penalties under Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendmentsCode. In any case, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to neither the Company or nor any of its Affiliates, employees affiliates will have any obligation to indemnify or agentsotherwise hold the Grantee harmless from any or all of such taxes or penalties. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of following the Board Effective Date, the Company determines that any amounts compensation or benefits payable pursuant to under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, actions that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or to preserve the intended tax treatment of the compensation and benefits provided with respect payable hereunder, including without limitation actions intended to such payments or (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided , provided, however, that no such amendments, policies, procedures or actions shall reduce the economic value any change to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision material terms of this Agreement shall remain subject to Executive’s written consent and that this Section 15 does not, and shall not be interpreted construed so as to, create any obligation on the part of the Company to adopt any such amendments, policies or construed procedures or to transfer take any other such actions or to create any liability on the part of the Company for any failure to comply with the requirements do so. Executive shall be solely liable for any taxes imposed on him under or by operation of Section 409A from the Executive or any other individual 409A. (b) Any right to the Company or any a series of its Affiliates, employees or agentsinstallment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (bc) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments under Section 7 hereof, shall be paid to Executive during the six (6)-month period following Executive’s Separation from Service if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of Executive’s death), the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such period (without interest). (d) To the extent that any installment payments or reimbursements provided to Executive under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of compensation to which Treasury Regulation Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii1.409A-3(i)(1)(iv) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executivewould apply, such amounts shall be paid or reimbursed to Executive reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements eligible for reimbursement in one calendar year shall not affect the payments or expenses or in-kind benefits that are eligible for payment or reimbursement in any other calendar taxable year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.. Executive acknowledges and agrees that it is Executive’s sole responsibility to timely substantiate any such expenses in order to ensure timely payment in accordance with the foregoing and the applicable requirements of Section 409A.

Section 409A. (ai) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of following the Board Effective Date, the Company determines that any amounts compensation or benefits payable pursuant to under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, actions that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or to preserve the intended tax treatment of the compensation and benefits provided with respect payable hereunder, including without limitation actions intended to such payments or (iiA) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (B) comply with the requirements of Section 409A 409A, provided, that this Section 5(n) does not, and thereby avoid shall not be construed so as to, create any obligation on the application part of penalty taxes under Section 409A; provided that no the Company to adopt any such amendments, policies, policies or procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of take any other such amendments, policies, procedures or actions. No provision of this Agreement In no event shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company Company, its affiliates or any of its Affiliatestheir respective officers, employees directors or agentsadvisors be liable for any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law. (bii) Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (iii) To the extent that any installment payments or reimbursements provided to the Covered Employee under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of compensation to which Treasury Regulation Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii1.409A-3(i)(1)(iv) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executivewould apply, such amounts shall be paid or reimbursed to the Covered Employee reasonably promptly, but not later than December 31 31st of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements eligible for reimbursement in one calendar year shall not affect the payments or expenses or in-kind benefits that are eligible for payment or reimbursement in any other calendar taxable year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the ExecutiveCovered Employee’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. 25.1 It is the intent of the parties that the provisions of this Agreement comply with Section 409A of the Internal Revenue Code and the treasury regulations and guidance issued thereunder (a“Section 409A”) and that this Agreement be interpreted and operated consistent with such requirements of Section 409A in order to avoid the application of additive income taxes under Section 409A (“409A Penalties”). To the extent applicablethat a payment, or the settlement or deferral thereof, is subject to Section 409A, except as Employee and Company otherwise determines in writing, the payment shall be paid, settled or deferred in a manner that will meet the requirements of Section 409A, such that the payment, settlement or deferral shall not be subject to the 409A Penalties. 25.2 Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement is determined to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments expenses eligible for reimbursement, or expense reimbursements the provision of any in-kind benefit, in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar yearyear (except for any life-time or other aggregate limitation applicable to medical expenses), other than an arrangement providing for in no event shall any expenses be reimbursed after the reimbursement of medical expenses referred to in Section 105(b) last day of the Codecalendar year following the calendar year in which Employee incurred such expenses, and the Executive’s in no event shall any right to such payments reimbursement or reimbursement the provision of any such expenses shall not in-kind benefit be subject to liquidation or exchange for another benefit. 25.3 To the extent that (a) Company’s common stock is publicly traded on an “established securities market” as defined in Treasury Regulations § 1.897-1(m), and (b) Employee would otherwise be entitled to any payment or benefit under this Agreement or any plan or arrangement of Company or its affiliates, that constitutes “deferred compensation” subject to Section 409A and that if paid during the six months beginning on the date of Employee’s termination of employment would be subject the 409A Penalties because Employee is a “specified employee” (within the meaning of Section 409A and as determined from time to time by Company), the payment will be paid to Employee on the earliest of the six-month anniversary of the termination of employment, a change in ownership or effective control of Company (within the meaning of Section 409A) or Employee’s death. 25.4 Notwithstanding any provision of this Agreement, (a) this Agreement shall not be amended in any manner that would cause (i) this Agreement or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A, to the extent applicable, or (ii) any amounts or benefits payable hereunder that are not subject to Section 409A to become subject thereto (unless they also are in compliance therewith), and the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to this Agreement and (b) if any provision of this Agreement would, in the reasonable, good faith judgment of Company, result or likely result in the imposition on Employee or any other benefitperson of any adverse consequences under Section 409A, Company may reform this Agreement, or any provision thereof, without Employee’s consent, in the manner that Company reasonably and in good faith determines to be necessary or advisable to avoid the imposition of such penalty tax; provided, however, that any such reformation shall, to the maximum extent Company reasonably and in good faith determines to be possible, retain the economic and tax benefits to Employee hereunder, while not materially increasing the cost to Company of providing such benefits to Employee.

Section 409A. (a) To The parties acknowledge and agree that, to the extent applicable, this Restricted Share Unit Agreement shall be interpreted in accordance with with, and the parties agree to use their best efforts to achieve timely compliance with, Section 409A. 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), and the Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision of this Restricted Share Unit Agreement to the contrary, in the event that a majority of the Board Company determines that any amounts compensation or benefits payable pursuant to or provided under this Restricted Share Unit Agreement may be subject to Section 409A409A of the Code, the Company Company, with the Grantee’s consent, may adopt such limited amendments to this Restricted Share Unit Agreement or adopt other and appropriate policies and procedures (procedures, including amendments, amendments and policies and procedures with retroactive effect), or take any other actions, that the Company reasonably determines are necessary or appropriate to: to (i) exempt such payments the compensation and benefits payable under this Restricted Share Unit Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to such payments this Restricted Share Unit Agreement or (ii) comply with the requirements of Section 409A and thereby avoid of the application Code. In furtherance of penalty taxes under Section 409A; provided that no such amendmentsthe foregoing, policies, procedures or actions shall reduce the economic value to the Executive maximum extent permitted by applicable law, the settlement of the Restricted Share Units (including any dividend equivalent rights) to be made to the Grantee pursuant to this Agreement from is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the Restricted Share Units or construed any dividend equivalent rights may not so qualify, and in that case, the Company shall administer the grant and settlement of such Restricted Share Units and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to transfer any liability for failure to comply the contrary, if at the time of the Grantee’s termination of employment with the requirements of Company, the Grantee is a “specified employee” as defined in Section 409A from of the Executive Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Grantee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. Notwithstanding any other individual provision of this Restricted Share Unit Agreement, to the Company or any extent the delivery of its Affiliatesthe shares represented by this Restricted Share Unit Agreement is treated as non-qualified deferred compensation subject to Section 409A of the Code, employees or agents. (b) To then no delivery of such shares shall be made upon the extent that any installment payments under this Agreement are deemed to constitute Grantee’s termination of employment unless such termination of employment constitutes a “nonqualified deferred compensationseparation from service” within the meaning of Section 409A1.409A-1(h) of the Treasury Regulations. Although the Company intends to administer this Restricted Share Unit Agreement so that the Award will be exempt from, for purposes or will be interpreted and comply with, the requirements of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments Company does not warrant that the Award made under this Restricted Share Unit Agreement will qualify for favorable tax treatment under Section 409A of the Code or reimbursement any other provision of any such expenses federal, state, local or foreign law. The Company shall not be subject liable to liquidation or exchange the Grantee for any other benefittax, interest, or penalties that Grantee might owe as a result of the Award made under this Restricted Share Unit Agreement.

Section 409A. To the fullest extent applicable, the compensation and benefits payable under this Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A in accordance with one or more of the exemptions available under the final Treasury Regulations promulgated under Section 409A (a) the “Treasury Regulations”). To the extent that any such compensation or benefit under this Agreement is or becomes subject to Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation in accordance with the Treasury Regulations, this Agreement is intended to comply with the applicable requirements of Section 409A with respect to the payment of such compensation or benefits. This Agreement shall be interpreted and administered to the extent possible in a manner consistent with the foregoing statement of intent. To the extent applicable, this Agreement each of the exceptions to Section 409A’s prohibition on acceleration of payments of nonqualified deferred compensation provided under Treasury Regulation 1.409A-3(j)(4) shall be interpreted in accordance with Section 409A. permitted under the Agreement, including without limitation, the exception available under Treasury Regulation 1.409A-3(j)(4)(v). Notwithstanding any provision of this Agreement anything herein to the contrary, the Employee expressly agrees and acknowledges that in the event that any taxes are imposed under Section 409A in respect of any compensation or benefits payable to the Employee, whether in connection with a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to Separation from Service under this Agreement or adopt other policies and procedures (including amendmentsotherwise, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: then (i) exempt the payment of such payments from Section 409A and/or preserve taxes shall be solely the intended tax treatment of the benefits provided with respect to such payments or Employee’s responsibility, (ii) comply with the requirements neither Live Nation nor any of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendmentsits past or present directors, policiesofficers, procedures employees or actions agents shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer have any liability for failure to comply with any such taxes and (iii) the requirements of Section 409A from the Executive or any other individual Employee shall indemnify and hold harmless, to the Company or any of its Affiliatesgreatest extent permitted under law, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) each of the Department of Treasury Regulations), each such payment foregoing from and against any claims or liabilities that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year arise in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount respect of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefittaxes.

Section 409A. (a) 1. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of following the Board Effective Date, Parent or the Company determines that any amounts compensation or benefits payable pursuant to under this Agreement may be subject to Section 409A, Parent and the Company may adopt such amendments to this Agreement or adopt other policies and or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, actions that Parent and the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or to preserve the intended tax treatment of the compensation and benefits provided with respect payable hereunder, including without limitation actions intended to such payments or (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A 409A, provided, however, that this Section 7.9(a) does not, and thereby avoid shall not be construed so as to, create any obligation on the application part of penalty taxes under Section 409A; provided that no Parent or the Company to adopt any such amendments, policies, policies or procedures or to take any other such actions shall reduce the economic value or to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer create any liability on the part of Parent or the Company for any failure to comply with do so. In no event shall Parent, the requirements Company, any of Section 409A from the Executive or any other individual to the Company their respective affiliates or any of its Affiliatestheir respective officers, employees directors or agentsadvisors be liable for any taxes, penalties or interest imposed under or by operation of Section 409A. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (b) To 2. Notwithstanding anything to the extent that any installment payments under contrary in this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409AAgreement, for purposes of Section 409A no compensation or benefits (including, without limitation, for purposes of any compensation or benefits provided pursuant to Section 1.409A-2(b)(2)(iii4.4(b) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. or (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Paymentabove) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid to Executive during the six (6)-month period following Executive’s Separation from Service if the Company determines that paying such amounts at the time or reimbursed reasonably promptly, but not later than December 31 of the year following the year times indicated in which the expense was incurred, and in any event in accordance with this Agreement would be a prohibited distribution under Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b409A(a)(2)(B)(i) of the Code, and . If the Executive’s right to such payments or reimbursement payment of any such expenses amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Executive’s death), the Company shall not be subject pay Executive a lump-sum amount equal to liquidation or exchange for any other benefitthe cumulative amount that would have otherwise been payable to Executive during such period (without interest).

Section 409A. The following shall only be applicable if the Grantee is subject to taxation in the United States or the Grantee is otherwise subject to Section 409A: (ai) To If any Granted Units (any payment in lieu thereof), shares of Common Stock in respect thereof or other benefit provided by the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement Company to the contrary, in the event that a majority of the Board determines that any amounts payable Grantee pursuant to this Agreement and in connection with the Grantee’s Service Termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Grantee is a specified employee as defined in Section 409A(2)(B)(i) as of the date of such Service Termination, no part of such Granted Units (any payment in lieu thereof), shares of Common Stock in respect thereof or other benefit shall be delivered or paid under this Agreement (other than a delivery or payment that qualifies as a “short-term deferral” under Section 409A) to the Grantee during the period lasting six months from the date of such Service Termination unless the Company determines that there is no reasonable basis for believing that making such delivery or payment would cause the Grantee to suffer any adverse tax consequences pursuant to Section 409A. If any delivery or payment to the Grantee is delayed pursuant to the immediately preceding sentence, such payment instead shall be made on the first business day following the expiration of the six-month period referred to in that sentence. The Company shall consult with the Grantee in good faith regarding implementation of this section 6(g)(i); provided that neither the Company nor its employees or representatives shall have liability to the Grantee with respect thereto. (ii) The parties acknowledge and agree that the interpretation of Section 409A and its application to the terms of this Agreement is uncertain and may be subject to Section 409Achange as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, any Granted Units (any payment in lieu thereof), shares of Common Stock in respect thereof or other benefit provided by the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall Grantee that would be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with Section 409A. If however, the Granted Units (any payment in lieu thereof), shares of Common Stock in respect thereof or any other benefit is deemed to not comply with Section 409A, for purposes of Section 409A the Company and the Grantee agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any settlement of Granted Units or any payment in lieu thereof) so that either (i) Section 409A will not apply or (ii) compliance with Section 409A will be achieved; provided, however, that any resulting renegotiated terms shall provide to the Grantee the after-tax economic equivalent of what otherwise has been provided to the Grantee pursuant to the terms of this Agreement; provided, further that any deferral of payments or other benefits shall be only for such time period as may be required to comply with Section 409A. (iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the delivery of shares of Common Stock under vested Granted Units (or the payment of any amount in lieu thereof) subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision of this Agreement, references to a “Service Termination” or termination or interruption of “Continuous Service” or like terms shall mean separation from service. (iv) If under this Agreement, an amount is paid or delivered in two or more installments, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations)409A, each such payment that the Executive may be eligible to receive under this Agreement installment shall be treated as a separate and distinct payment. (cv) To the extent that any reimbursements or corresponding in-kind benefits provided Anything to the contrary herein or in the Plan or the Executive under this Agreement (includingSeverance Protection Plan notwithstanding, without limitationneither the Company or any of its Subsidiaries or Affiliates or any of their respective employees, directors, officers, agents or representatives nor any member of the Committee shall have any liability to a Grantee or otherwise with respect to the failure of the Plan, the Health Payment and Granted Units or the Health Gross-Up Payment) are deemed Award Agreement to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance comply with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.409A.

Section 409A. (a) The parties intend that this Agreement and the payments and benefits provided hereunder, including, without limitation, those provided pursuant to Section 8 hereof, be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treas. Reg. Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treas. Reg. Section 1.409A-1(b)(9)(iii), or otherwise. To the extent applicableCode Section 409A is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits thereunder comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be interpreted interpreted, operated and administered in accordance a manner consistent with such intentions; provided, however that in no event shall the Company or its agents, parents, subsidiaries, affiliates or successors be liable for any additional tax, interest or penalty that may be imposed on you pursuant to Code Section 409A or for any damages incurred by you as a result of this Agreement (or the payments or benefits hereunder) failing to comply with, or be exempt from, Code Section 409A. Notwithstanding Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, in : (a) To the event that a majority of the Board determines that any amounts payable pursuant extent Code Section 409A is applicable to this Agreement may Agreement, a termination of employment shall not be subject deemed to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take have occurred for purposes of any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted providing for the payment of amounts or construed to transfer any liability for failure to comply with the requirements benefits upon or following a termination of employment unless such termination is also a “separation from service,” as defined in Treas. Reg. Section 409A from the Executive or any other individual 1.409A-1(h), after giving effect to the Company or any of its Affiliatespresumptions contained therein (and without regard to the optional alternative definitions available therein), employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409Aand, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year provision of this Agreement, references to “terminate,” “termination,” “termination of employment,” “resignation” and like terms shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.mean “separation from service”;

Section 409A. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of The parties intend for this Agreement to conform in all respects to the contrary, in the event that a majority requirements under Section 409A (“Section 409A”) of the Board determines that any amounts payable pursuant to Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, the parties intend for this Agreement may to be subject to Section 409Ainterpreted, the Company may adopt such amendments to this Agreement or adopt other policies construed, administered and procedures (including amendments, policies applied in a manner as shall meet and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A, and the Board may amend this Agreement in its discretion so as to comply with any such requirement. Any reference in this Agreement to Section 409A, or any subsection thereof, shall be deemed to mean and include, to the extent then applicable and then in force and effect (but not to the extent overruled, limited or superseded), published rulings, notices and similar announcements issued by the Internal Revenue Service under or interpreting Section 409A and thereby avoid regulations (proposed, temporary or final) issued by the application United States Secretary of penalty taxes the Treasury under or interpreting Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No 409A. Notwithstanding any other provision of this Agreement Agreement, neither the Company nor any of its subsidiaries or affiliates nor any individual acting as a director, officer, employee, agent or other representative of the Company or of a subsidiary or affiliate shall be interpreted or construed liable to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual person for any claim, loss, liability or expense arising out of any interest, penalties or additional taxes due by the Executive or any other person as a result of this Agreement or the administration thereof not satisfying any of the requirements of Section 409A. The Executive represents and warrants that he/she has reviewed or will review with his own tax advisors the federal, state, local and employment tax consequences of entering into this Agreement, including, without limitation, under Section 409A, and, with respect to such matters, he relies solely on such advisors. If the Executive is a “specified employee” (as determined by the Company or any under Section 409A) on the date of its Affiliatesthe Executive’s separation from service, employees or agents. (b) To if and to the extent that any installment payments payable upon such separation from service under this Agreement are deemed to constitute “nonqualified deferred compensation” compensation within the meaning of Section 409A, for purposes each such severance payment shall be paid on the later of (a) the date scheduled to be paid under Section 409A 6 hereof, or (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iiib) the first business day after the date that is six (6) months after the date of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive Executive’s separation from service. Each installment under this Agreement shall be treated regarded as a separate and distinct “payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning for purposes of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.409A.

Section 409A. It is intended that this Agreement and the payments and benefits hereunder will comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (athe “Code”) To and the rules and regulations thereunder (“Section 409A”), to the extent applicable, this and the Agreement shall be interpreted on a basis consistent with such intent. Neither the Company nor any subsidiary or affiliate makes any representations regarding the tax implications of the compensation and benefits to be paid to Executive under this Agreement, including, without limitation, under Section 409A, and neither the Company, any subsidiary, affiliate or owner of the Company shall be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A, other than if such tax or penalties are caused by Company’s breach of this Agreement. Notwithstanding anything in accordance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are is deemed to constitute be a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations409A(a)(2)(B)(i), each such payment no payments hereunder that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” subject to Section 409A, to the extent required under Section 409A, shall be made to Executive prior to the date that is six (6) months after the date of Executive’s “separation from service” (as defined in Section 409A and any Treasury Regulations promulgated thereunder) or, if earlier, Executive’s date of death. Following any applicable six-month delay, any payments delayed by reason of application of the immediately prior sentence shall be paid on the first regular payroll date following such six-months anniversary. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be a “separation from service” within the meaning of Section 409A and interpreted and applied in a manner that is consistent with the requirements of Section 409A. For purposes of Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (i) all such expenses or other reimbursements hereunder shall be made on or prior to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive, and in (ii) any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any right to such payments or expense reimbursements in one calendar year shall not affect the expenses reimbursement or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other benefittaxable year.

Section 409A. (a) To The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of the Board Company and/or the Partnership determines that any amounts compensation or benefits payable pursuant to or provided under this Agreement may be subject to Section 409A, the Company and/or the Partnership may adopt (without any obligation to do so or to indemnify the Executive for failure to do so) such limited amendments to this Agreement or adopt other and appropriate policies and procedures (procedures, including amendments, amendments and policies and procedures with retroactive effect), or take any other actions, that the Company and/or the Partnership reasonably determines are necessary or appropriate to: to (i) exempt such payments the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to such payments this Agreement or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. 409A. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company and/or the Partnership or any of its Affiliatestheir respective affiliates, employees or agents. (b) To Separation from Service under 409A. Notwithstanding any provision to the extent that any installment payments under contrary in this Agreement are deemed Agreement: (i) No amount shall be payable pursuant to constitute Sections 9(a) or (b) unless the termination of the Executive’s employment constitutes a “nonqualified deferred compensationseparation from service” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii1.409A-1(h) of the Department of Treasury Regulations), each such payment that Regulations with respect to both the Company and the Partnership; and (ii) If the Executive may is deemed at the time of his separation from service to be eligible a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to receive the extent delayed commencement (any such delayed commencement, a “Payment Delay”) of any portion of the termination benefits to which the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 9 and Section 11, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A of the Code) or (B) the date of the Executive’s death. Upon the earlier of such dates (the “Delayed Payment Date”), all payments deferred pursuant to this Section 23(b)(ii) shall be paid in a lump sum to the Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein; Any payment subject to the Payment Delay shall be credited with interest for the period during which such payment is delayed pursuant to the Payment Delay at a rate equal to the then current borrowing rate on the Company’s unsecured line of credit that is used for daily cash management by the Company as in effect on the date of the Executive’s “separation from service” (the “Daily Cash Rate”) and, to the extent any payment subject to the Payment Delay is not paid on the Delayed Payment Date, such payment shall be credited with interest at a rate equal two times the Daily Cash Rate for the period commencing with the day after the Delayed Payment Date and ending on the date such payment is made (unless such non-payment is required by applicable law, rule or regulation, in which case such payment shall continue to be credited with interest at the Daily Cash Rate); and (iii) The determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); and (iv) For purposes of Section 409A of the Code, the Executive’s right to receive installment payments shall be treated as a right to receive a series of separate and distinct payment.payments; and (cv) To the extent that The reimbursement of any reimbursements expense under Section 7 or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts 9 shall be paid or reimbursed reasonably promptly, but not made no later than December 31 of the year following the year in which the expense was incurred, and . The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulationssubsequent year. The amount of any such payments or expense reimbursements Benefits provided in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement amount of Benefits provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. (a) To the extent applicablethat the Corporation determines that any compensation or benefit payable under this Agreement constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code, and any Treasury Regulations and other interpretive guidance issued thereunder (collectively referred to in this Section as “Section 409A”), the Agreement is intended, with respect to such compensation or benefit, to comply with the applicable requirements of Section 409A or satisfy an applicable exception thereto, and this Agreement shall be interpreted construed and administered in accordance with such intent, provided that the Corporation shall not be required to assume any increased economic burden in connection therewith. Although the Corporation intends to administer this Agreement so that it will comply with the requirements of Section 409A. 409A, the Corporation does not represent or warrant that this Agreement will comply with Section 409A or any other provision of federal, state, local or foreign law. Neither the Corporation nor its directors, officers, employees or advisers shall be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation or benefits paid under this Agreement, and the Corporation shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Section 409A, or otherwise. Notwithstanding any provision of this Agreement to the contrary, in any compensation or benefit payable hereunder that constitutes a deferral of compensation under Section 409A shall be subject to the event following: (a) The parties agree that a majority of the Board determines that if any amounts compensation or benefit payable pursuant to this Agreement hereunder may be subject to the requirements of Section 409A, the Company Corporation may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actionsactions which are intended, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments compensation or benefit, to either (iia) comply with the applicable requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409Ab) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agentssatisfy an applicable exception thereto. (b) To If the Executive is deemed at the time of his or her separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), to the extent that delayed commencement of any installment payments portion of the compensation or benefits to which the Executive is entitled under this Agreement are is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) (any such delayed commencement, a “Payment Delay”), such compensation or benefits shall be provided to the Executive on the earlier to occur of (1) the date that is six months and one day from the date of the Executive’s “separation from service” with the Corporation or (2) the Executive’s death. Upon the earlier of such dates, all payments and benefits deferred pursuant to the Payment Delay shall be paid in a lump sum to the Executive, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein. The determination of whether the Executive is a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i) as of the time of his or her separation from service shall be made by the Corporation in accordance with the terms of Section 409A. (c) Each separately identified amount and each installment payment, to which the Executive is entitled to payment shall be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, be a separate payment for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment.409A. (cd) To the extent With regard to any provision herein that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment provides for reimbursement of costs and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for benefits, except as permitted by Section 409A, (i) the right to payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses in-kind benefits shall not be subject to liquidation or exchange for any other benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year of the Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated by any lifetime and other annual limits provided under the Corporation’s health plans and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. (e) The payment of any compensation or benefit that is subject to the requirements of Section 409A may not be accelerated except to the extent permitted by Section 409A.

Section 409A. (a) To It is intended that this Agreement comply in all respects with the extent applicablerequirements of Section 409A of the Code and applicable Treasury Regulations and other generally applicable guidance issued thereunder (collectively, the “Applicable Regulations”), and this Agreement shall be interpreted for all purposes in accordance with Section 409A. this intent. (b) Notwithstanding any term or provision of this Agreement (including any term or provision of the Plan incorporated in this Agreement by reference), the parties hereto agree that, from time to time, the Company may, without prior notice to or consent of the Grantee, amend this Agreement to the extent determined by the Company, in the exercise of its discretion in good faith, to be necessary or advisable to prevent the inclusion in the Grantee’s gross income pursuant to the Applicable Regulations of any compensation intended to be deferred hereunder. The Company shall notify the Grantee as soon as reasonably practicable of any such amendment affecting the Grantee. (c) In the event that the RSU Shares issuable or amounts payable under this Agreement are subject to any taxes, penalties or interest under the Applicable Regulations, the Grantee shall be solely liable for the payment of any such taxes, penalties or interest. Although the Company intends to administer the Plan and this Agreement to prevent adverse taxation under the Applicable Regulations, the Company does not represent nor warrant that the Plan or this Agreement complies with any provision of federal, state, local or other tax law. (d) Except as otherwise specifically provided herein, the time for distribution of the RSU Shares as provided in Sections 4, 5(b) and 5(d) shall not be accelerated or delayed for any reason, unless to the extent necessary to comply with or permitted under the Applicable Regulations. (e) Notwithstanding any term or provision of this Agreement to the contrary, in if the event that Grantee is a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures specified employee (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to defined in Section 105(b409A(a)(2)(B)(i) of the Code) as of the date of his or her termination of employment, then any RSU Shares issuable or amounts payable to the Grantee under this Agreement on account of his or her termination of employment shall be issued or paid to the Grantee upon the later of (i) the date such RSU Shares or amounts would otherwise be issuable or payable to the Grantee under this Agreement without regard to this Section 9(e) and (ii) the Executivedate which is six months following the date of the Grantee’s right to such payments or reimbursement termination of any such expenses employment. The preceding sentence shall not apply in the event Grantee’s termination of employment is due to his or her death. If the Grantee should terminate employment for a reason other than his or her death but subsequently die during the six-month period described in subclause (ii) of the first sentence above, such six-month period shall be subject deemed to liquidation or exchange for any other benefitend on the date of the Grantee’s death.

Section 409A. By accepting this Agreement, Employee hereby agrees and acknowledges that the Company does not make any representations with respect to the application of Section 409A of the Code to any tax, economic or legal consequences of any payments payable to Employee hereunder. Further, by the acceptance of this Agreement, Employee acknowledges that (ai) To Employee has obtained independent tax advice regarding the application of Section 409A of the Code to the payments due to Employee hereunder, (ii) Employee retains full responsibility for the potential application of Section 409A of the Code to the tax and legal consequences of payments payable to Employee hereunder and (iii) the Company shall not indemnify or otherwise compensate Employee for any violation of Section 409A of the Code that my occur in connection with this Agreement. The Parties agree that, to the extent applicable, this Agreement shall be interpreted and administered in accordance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority 409A of the Board determines Code and that any amounts payable pursuant the Parties will cooperate in good faith to this Agreement amend such documents and to take such actions as may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: to (i) exempt such payments the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to such payments compensation and benefits, or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code; provided, and however, that this Section 6.11 shall not create any obligation on the Executive’s right part of the Company to such payments or reimbursement of adopt any such expenses shall not be subject to liquidation amendment or exchange for take any such other benefitaction.

Section 409A. (a) To the extent applicable, this This Agreement shall be interpreted in accordance with such a manner that all provisions relating to the settlement of the RSUs are exempt from the requirements of Section 409A. 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. Notwithstanding the forgoing, if the Company determines that any provision of this Agreement or the Plan contravenes Section 409A of the Code or could cause the Participant to incur any tax, interest or penalties under Section 409A of the contraryCode, the Committee may, in its sole discretion and without the event that a majority of the Board determines that any amounts payable pursuant Participant’s consent, modify such provision to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from comply with, or avoid being subject to, Section 409A and/or preserve the intended tax treatment of the benefits provided with respect Code, or to such payments or avoid the incurrence of any taxes, interest and penalties under Section 409A of the Code, and/or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendmentsmaintain, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from maximum extent practicable, the value of this Agreement (without taking into account the effect of Section 409A) prior original intent and economic benefit to the adoption or taking Participant of such amendments, policies, procedures or actions. No the applicable provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with without materially increasing the requirements of Section 409A from the Executive or any other individual cost to the Company or any contravening the provisions of its AffiliatesSection 409A of the Code. This Section 16 does not create an obligation of the Company to modify the Plan or this Agreement and does not guarantee that RSUs will not be subject to taxes, employees or agentsinterest and penalties under Section 409A of the Code. (b) To If a Participant is a “specified employee” as defined under Section 409A of the extent that any installment payments under this Agreement Code and the Participant’s RSUs are deemed to be settled on account of the Participant’s separation from service (for reasons other than death) and the RSUs constitute “nonqualified deferred compensation” within as defined under Section 409A of the meaning Code, then any portion of Section 409A, the Participant’s RSUs that would otherwise be settled during the six-month period commencing on the Participant’s separation from service shall be settled as soon as practicable following the conclusion of the six-month period (or following the Participant’s death if it occurs during such six-month period). (c) Each payment in settlement of any portion of RSUs shall be considered a separate payment for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. The payments and benefits under this Agreement are intended to qualify for exemptions from the application of Section 409A of the Internal Revenue Code (a) To “Section 409A”), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent applicablenot so exempt, this Agreement shall (and any definitions hereunder) will be interpreted construed in accordance a manner that complies with Section 409A to the extent necessary to avoid adverse taxation under Section 409A. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, in the event that payment of amounts or benefits upon or following a majority termination of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt employment unless such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments termination is also a “separation from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensationservice” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible 409A. The Executive's right to receive under this Agreement shall any installment payments will be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. . Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed by the Employer at the time of the Executive's separation from service to be a “specified employee” for purposes of Section 409A, and if any of the payments upon separation from service set forth herein and/or under any other agreement with the Employer are deemed to be “deferred compensation,” then, to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A and the related adverse taxation under Section 409A, such payments shall not be provided to the Executive prior to the earliest of (a) the expiration of the six-month period measured from the date of separation from service, (b) the date of the Executive's death or (c) To such earlier date as permitted under Section 409A without the imposition of adverse taxation. With respect to payments to be made upon execution of an effective release, if the release revocation period spans two calendar years, payments will be made in the second of the two calendar years to the extent that any necessary to avoid adverse taxation under Section 409A. With respect to reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement hereunder (including, without limitationor otherwise) that are not exempt from Section 409A, the Health Payment and following rules shall apply: (x) the Health Grossamount of expenses eligible for reimbursement, or in-Up Payment) are deemed to constitute “deferred compensation” within the meaning kind benefits provided, during any one of Section 409A to the Executive's taxable years shall not affect the expenses eligible for reimbursement, such amounts or in-kind benefit to be provided in any other taxable year, (y) in the case of any reimbursements of eligible expenses, reimbursement shall be paid made on or reimbursed reasonably promptly, but not later than December 31 before the last day of the Executive's taxable year following the taxable year in which the expense was incurred, incurred and in any event in accordance with Section 1.409A-3(i)(1)(iv(z) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses right to reimbursement or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other another benefit.

Section 409A. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of The parties intend for this Agreement to conform in all respects to the contrary, in the event that a majority requirements under Section 409A (“Section 409A”) of the Board determines that any amounts payable pursuant to Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, the parties intend for this Agreement may to be subject to Section 409Ainterpreted, the Company may adopt such amendments to this Agreement or adopt other policies construed, administered and procedures (including amendments, policies applied in a manner as shall meet and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A, and the Board may amend this Agreement in its discretion so as to comply with any such requirement. Any reference in this Agreement to Section 409A, or any subsection thereof, shall be deemed to mean and include, to the extent then applicable and then in force and effect (but not to the extent overruled, limited or superseded), published rulings, notices and similar announcements issued by the Internal Revenue Service under or interpreting Section 409A and thereby avoid regulations (proposed, temporary or final) issued by the application United States Secretary of penalty taxes the Treasury under or interpreting Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No 409A. Notwithstanding any other provision of this Agreement Agreement, neither the Company nor any of its subsidiaries or affiliates nor any individual acting as a director, officer, employee, agent or other representative of the Company or of a subsidiary or affiliate shall be interpreted or construed liable to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual person for any claim, loss, liability or expense arising out of any interest, penalties or additional taxes due by the Executive or any other person as a result of this Agreement or the administration thereof not satisfying any of the requirements of Section 409A. The Executive represents and warrants that he has reviewed or will review with his own tax advisors the federal, state, local and employment tax consequences of entering into this Agreement, including, without limitation, under Section 409A, and, with respect to such matters, he relies solely on such advisors. If the Executive is a "specified employee" (as determined by the Company or any under Section 409A) on the date of its Affiliatesthe Executive's separation from service, employees or agents. (b) To if and to the extent that any installment payments payable upon such separation from service under this Agreement are deemed to constitute “nonqualified deferred compensation” compensation within the meaning of Section 409A, for purposes each such severance payment shall be paid on the later of (a) the date scheduled to be paid under Section 409A 6 hereof, or (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iiib) the first business day after the date that is six (6) months after the date of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive Executive's separation from service. Each installment under this Agreement shall be treated regarded as a separate and distinct "payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning " for purposes of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.409A.

Section 409A. If it is determined that any amount due the Executive under the terms of this Agreement has been structured in a manner that would result in adverse tax treatment under Section 409A of the Code, the Parties agree to cooperate in taking all reasonable measures to restructure the arrangement to minimize or avoid such adverse tax treatment without materially impairing Executive’s economic rights. Initial 13 EXECUTIVE FREESCALE SEMICONDUCTOR, INC. FREESCALE HOLDINGS GP, LTD. By: Title: Initial 14 THIS RELEASE AGREEMENT (the “Release”) is made as of this [ ] day of [ ], [ ], by and between Freescale Semiconductor, Inc. (the “Company”), Freescale Holdings GP, Ltd. (the “Parent”), and (the “Executive”). 1. Executive hereby voluntarily, knowingly and willingly releases and forever discharges Parent, the Company, and each of their respective subsidiaries and affiliates, and each of their respective officers, directors, partners, members, shareholders, employees, attorneys, representatives and agents, and each of their predecessors, successors and assigns (collectively, the “Company Releasees”), from any and all charges, complaints, claims, promises, agreements, controversies, causes of action and demands of any nature whatsoever which against them Executive or Executive’s executors, administrators, successors or assigns ever had, now have or hereafter can, will or may have by reason of any matter, cause or thing whatsoever (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement arising prior to the contrary, in time Executive signs this Release; (b) arising prior to the event that a majority time Executive signs this Release out of or relating to Executive’s employment with the Board determines that any amounts payable pursuant Company; or (c) arising prior to the time Executive signs this Agreement may be subject Release out of or relating to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of Employment Agreement between the benefits provided with respect to such payments or Company, the Parent and the Executive, dated , (ii) comply with the requirements Investors Agreement by and among Freescale Holdings L.P., Freescale Holdings (Bermuda) I, Ltd., Freescale Holdings (Bermuda) II, Ltd., Freescale Holdings (Bermuda) III, Ltd., Freescale Acquisition Holdings Corp., Freescale Holdings (Bermuda) IV, Ltd., Freescale Acquisition Corporation and Certain Freescale Holdings L.P. Investors and certain stockholders of Section 409A Freescale Holdings (Bermuda) I, Ltd. dated as of December 1, 2006 (the “Investors Agreement”), (iii) the Amended and thereby avoid Restated Agreement of Exempted Limited Partnership of Freescale Holdings L.P., a Cayman Islands exempted limited partnership, dated February 11, 2008, as amended from time to time, (iv) the application Registration Rights Agreement by and among Freescale Holdings L.P. and Certain Freescale Holdings L.P. Investors, dated as of penalty taxes under Section 409A; provided that no such amendmentsDecember 1, policies2006, procedures or actions shall reduce (v) the economic value to Freescale Holdings L.P. 2006 Interest Plan, (vi) the Executive of this Freescale Holdings L.P. Award Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendmentsby and between Freescale Holdings L.P., policiesa Cayman Islands limited partnership and Executive, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive dated [ ] [ ], 2008, or any other individual agreement, contract, plan, practice, policy or program of the Company. This Release includes, but is not limited to, any rights or claims arising under any statute, including the Employee Retirement Income Security Act of 1974, Title VII of the Civil Rights Act of 1991, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the federal Age Discrimination in Employment Act of 1967 or any other foreign, federal, state or local law or judicial decision, including, but not limited to, the Texas Commission on Human Rights Act, the California Fair Employment and Housing Act, the California Family Right Act, California Labor Code Section 1400 et seq (CA WARN) and any rights or claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between Executive and any of the Company Releasees. The foregoing Release will not apply to (i) claims that cannot be released under applicable law, including, but not Initial 15 limited to, any claim for unpaid wages, workers’ compensation benefits, unemployment benefits and any claims under Section 2802 of the California Labor Code; (ii) legally mandated benefits; (iii) vested benefits, if any, under any equity plan, qualified or nonqualified savings and pension plans in which Executive may have participated during his employment with the Company or its affiliates; (iv) any claim related to indemnification for acts performed while the Management Representative under the Investors Agreement or while an officer or director of the Company or its affiliates as permitted under applicable law and the bylaws of the Company or its affiliates, as appropriate; or (v) any claim that may be raised by Executive in his capacity as an equityholder of the Company or its affiliates. Executive represents that Executive has no complaints, charges or lawsuits pending against the Company or any of its Affiliates, employees or agentsthe Company Releasees. 2. Executive has a twenty-one (b21) To day period to consider the extent that any installment payments under Release before deciding whether to sign it, and will have seven (7) additional days from the date of signing to revoke his consent to the Release. Any revocation must be made in writing so as to be received by the Company prior to the eighth (8th) day following Executive’s signing of this Agreement are deemed to constitute “nonqualified deferred compensation” within Release. If no revocation occurs, the meaning Release will become effective on the eighth (8th) day following Executive’s signing of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct paymentRelease. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment 3. This Release will be governed and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event construed in accordance with Section 1.409A-3(i)(1)(iv) the laws of Texas, without reference to its principles of conflicts of law; provided, however, that if there is a judicial determination that the laws of the Department State of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall Texas are not affect applicable, the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for parties agree that this Agreement will be governed by the reimbursement of medical expenses referred to in Section 105(b) laws of the Code, and the Executive’s right to such payments or reimbursement State of any such expenses shall not be subject to liquidation or exchange for any other benefitNew York.

Section 409A. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable Payments pursuant to this Agreement may are intended to comply with or be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or Internal Revenue Code and accompanying regulations and other binding guidance promulgated thereunder (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under “Section 409A; provided that no such amendments”), policies, procedures or actions shall reduce and the economic value to the Executive provisions of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendmentswill be administered, policies, procedures or actionsinterpreted and construed accordingly. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment Any payments under this Agreement are deemed that may be excluded from Section 409A either as separation pay due to constitute “nonqualified deferred compensation” within an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the meaning maximum extent possible. For purposes of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such installment payment that the Executive may be eligible to receive provided under this Agreement shall be treated as a separate and distinct payment. (c) . 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. To the extent that any reimbursements reimbursement of expenses or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute constitutes “deferred compensation” within the meaning of under Section 409A to the Executive409A, (i) such amounts shall reimbursement or benefit will be paid or reimbursed reasonably promptly, but not provided no later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv; (ii) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements expenses reimbursed in one calendar year shall will not affect the amount eligible for reimbursement in any subsequent year; and (iii) the right to reimbursement of expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall may not be subject to liquidation liquidated or exchange exchanged for any other benefit.. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A.

Section 409A. (a) To It is intended that this Agreement comply in all respects with the extent applicablerequirements of Section 409A of the Code and applicable Treasury Regulations and other generally applicable guidance issued thereunder (collectively, the “Applicable Regulations”), and this Agreement shall be interpreted for all purposes in accordance with Section 409A. this intent. (b) Notwithstanding any term or provision of this Agreement (including any term or provision of the Plan incorporated in this Agreement by reference), the parties hereto agree that, from time to time, the Company may, without prior notice to or consent of the Grantee, amend this Agreement to the extent determined by the Company, in the exercise of its discretion in good faith, to be necessary or advisable to prevent the inclusion in the Grantee’s gross income pursuant to the Applicable Regulations of any compensation intended to be deferred hereunder. The Company shall notify the Grantee as soon as reasonably practicable of any such amendment affecting the Grantee. (c) In the event that the RSU Shares issuable or amounts payable under this Agreement are subject to any taxes, penalties or interest under the Applicable Regulations, the Grantee shall be solely liable for the payment of any such taxes, penalties or interest. Although the Company intends to administer the Plan and this Agreement to prevent adverse taxation under the Applicable Regulations, the Company does not represent nor warrant that the Plan or this Agreement complies with any provision of federal, state, local or other tax law. (d) Except as otherwise specifically provided herein, the time for distribution of the RSU Shares as provided in Sections 4, 5(b) and 5(d) shall not be accelerated or delayed for any reason, unless to the extent necessary to comply with or permitted under the Applicable Regulations. (e) Notwithstanding any term or provision of this Agreement to the contrary, in if the event that Grantee is a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures specified employee (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to defined in Section 105(b409A(a)(2)(B)(i) of the Code) as of the date of his or her termination of employment, then any RSU Shares issuable or amounts payable to the Grantee under this Agreement on account of his or her termination of employment shall be issued or paid to the Grantee upon the later of (i) the date such RSU Shares or amounts would otherwise be issuable or payable to the Grantee under this Agreement without regard to this Section 12(e) and (ii) the Executivedate which is six months following the date of the Grantee’s right to such payments or reimbursement termination of any such expenses employment. The preceding sentence shall not apply in the event ▇▇▇▇▇▇▇’s termination of employment is due to his or her death. If the Grantee should terminate employment for a reason other than his or her death but subsequently die during the six-month period described in subclause (ii) of the first sentence above, such six-month period shall be subject deemed to liquidation or exchange for any other benefitend on the date of the Grantee’s death.

Section 409A. The payments and benefits under this Agreement are intended to qualify for exemptions from the application of Section 409A of the Internal Revenue Code (a) To “Section 409A”), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent applicablenot so exempt, this Agreement shall (and any definitions hereunder) will be interpreted construed in accordance a manner that complies with Section 409A to the extent necessary to avoid adverse taxation under Section 409A. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, in the event that payment of amounts or benefits upon or following a majority termination of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt employment unless such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments termination is also a “separation from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensationservice” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible 409A. The Senior Manager's right to receive under this Agreement shall any installment payments will be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. . Notwithstanding any provision to the contrary in this Agreement, if the Senior Manager is deemed by the Company at the time of the Senior Manager's separation from service to be a “specified employee” for purposes of Section 409A, and if any of the payments upon separation from service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then, to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A and the related adverse taxation under Section 409A, such payments shall not be provided to the Senior Manager prior to the earliest of (a) the expiration of the six-month period measured from the date of separation from service, (b) the date of the Senior Manager's death or (c) To such earlier date as permitted under Section 409A without the imposition of adverse taxation. With respect to payments to be made upon execution of an effective release, if the release revocation period spans two calendar years, payments will be made in the second of the two calendar years to the extent that any necessary to avoid adverse taxation under Section 409A. With respect to reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement Senior Manager hereunder (including, without limitationor otherwise) that are not exempt from Section 409A, the Health Payment and following rules shall apply: (x) the Health Grossamount of expenses eligible for reimbursement, or in-Up Paymentkind benefits provided, during any one of the Senior Manager's taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to be provided in any other taxable year, (y) are deemed to constitute “deferred compensation” within in the meaning case of Section 409A to the Executiveany reimbursements of eligible expenses, such amounts reimbursement shall be paid made on or reimbursed reasonably promptly, but not later than December 31 before the last day of the Senior Manager's taxable year following the taxable year in which the expense was incurred, incurred and in any event in accordance with Section 1.409A-3(i)(1)(iv(z) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses right to reimbursement or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other another benefit.

Section 409A. (a) To This section applies to the extent applicable, this Agreement shall be interpreted the Team Member is subject to taxation in accordance with Section 409A. Notwithstanding any provision of this Agreement the U.S. Payments made pursuant to the contrary, in the event that a majority Plan and this Grant Agreement are intended to comply with or qualify for an exemption from Section 409A of the Board determines that any amounts payable pursuant to this Agreement may be subject to Code (“Section 409A”). The Company reserves the right, to the extent the Company may adopt such amendments deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Grant Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, including any amendments or actions that would result in the reduction of benefits payable under this Grant Agreement, as the Company determines are necessary or appropriate to: (i) exempt such payments from to ensure that all RSUs are made in a manner that qualifies for an exemption from, or complies with, Section 409A or mitigate any additional tax, interest and/or preserve the intended penalties or other adverse tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes consequences that may apply under Section 409A; provided however, that the Company makes no such amendments, policies, procedures or actions shall reduce representations that the economic value RSUs will be exempt from any penalties that may apply under Section 409A and makes no undertaking to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of preclude Section 409A from applying to this RSU. For the Executive avoidance of doubt, the Team Member hereby acknowledges and agrees that the Company will have no liability to the Team Member or any other individual to party if any amounts payable under this Grant Agreement are not exempt from, or compliant with, Section 409A, or for any action taken by the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment with respect thereto. Any payments under this Grant Agreement that are deemed considered non-qualified deferred compensation subject to constitute Section 409A (“nonqualified deferred compensationNQDC”) and are payable on the date of, or a date that is determined by reference to, the Team Member's “separation from service” (within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulationsa “specified employee” (as defined under Section 409A), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as made on a separate date that is the earliest of (a) the Team Member’s death, (b) the original specified settlement date and distinct payment. (c) To the extent that any reimbursements date which is one day following six months after the date of the Team Member’s separation from service. If the RSUs or corresponding in-kind benefits provided to dividend equivalents are considered NQDC and the Executive under this Agreement (including, without limitationpayment period contemplated in Sections 8 or 10 crosses a calendar year, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts RSUs or dividend equivalents shall be paid or reimbursed reasonably promptly, but not later than December 31 of in the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other second calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. (a) To the extent applicable, this This Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the is intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from of the Internal Revenue Code of 1986, as amended, and shall be interpreted and construed consistently with such intent. The payments to Executive or any other individual pursuant to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed also intended to constitute “nonqualified deferred compensation” within be exempt from Section 409A of the meaning of Section 409ACode to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations)separation pay exemption, each such payment that the installment paid to Executive may be eligible to receive under this Agreement shall be treated as considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and distinct payment. (c) Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; 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. To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive amounts under this Agreement (including, without limitation, the Health Payment are payable by reference to Executive’s “termination of employment” such term and the Health Gross-Up Payment) are similar terms shall be deemed to constitute refer to Executive’s “deferred compensationseparation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such amounts payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service or (b) the date of Executive’s death. In addition, each payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, which is conditioned upon Executive’s execution of a release and which is to be paid during a designated period that begins in a first taxable year and ends in a second taxable year shall be paid or reimbursed in the second taxable year. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably promptlyrequired by the Company under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but not in no event later than December 31 the last day of the calendar year following the calendar year in which Executive incurred the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulationsreimbursable expense. The Any amount of any such payments or expense reimbursements in one expenses eligible for reimbursement during a calendar year shall not affect the amount of expenses or in-kind benefits eligible for payment or reimbursement in during any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s . The right to such payments or any reimbursement of any such expenses pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Section 409A. (a) The parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulations Section 1.409A-1(b)(9)(iii), or otherwise. To the extent applicable, Section 409A is applicable to this Agreement shall be interpreted in accordance and any such payments and benefits, the parties intend that this Agreement and such payments and benefits comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the event that a majority generality of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409Aforegoing, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take notwithstanding any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents.contrary: (bi) To if at the time Executive’s employment hereunder terminates, Executive is a “specified employee,” as defined in Treasury Regulations Section 1.409A-1(i) and determined using the identification methodology selected by the Company from time to time, or if none, the default methodology, then to the extent that necessary to avoid subjecting Executive to the imposition of any installment payments additional tax under Section 409A, any and all amounts payable under this Agreement are 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 in a lump sum, without interest, on the first day of the seventh month following the date on which Executive’s employment terminates or, if earlier, upon Executive’s death; (ii) a termination of employment shall not be deemed to constitute have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “nonqualified deferred compensationseparation from service,” within as defined in Treasury Regulations Section 1.409A-1(h) after giving effect to the meaning of Section 409Apresumptions contained therein, and, for purposes of Section 409A any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment” and like terms shall mean separation from service; (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iiiiii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive made under this Agreement shall be treated as a separate payment and distinct payment.the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments; and (civ) To the extent with regard to any provision in this Agreement that any reimbursements provides for reimbursement of expenses or corresponding in-kind benefits benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to that does not constitute a “deferred deferral of compensation,” within the meaning of Treasury Regulations Section 409A 1.409A-1(b), (A) the right to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses reimbursement or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for another benefit, (B) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other benefittaxable year, and (C) such payments shall be made no later than two and a half months after the end of the calendar year in which the expenses were incurred.

Section 409A. (a) To The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of the Board Company determines that any amounts compensation or benefits payable pursuant to or provided under this Agreement may be subject to Section 409A, the Company may adopt (without any obligation to do so or to indemnify ▇▇▇▇▇▇▇▇▇▇▇ for failure to do so) such limited amendments to this Agreement or adopt other and appropriate policies and procedures (procedures, including amendments, amendments and policies and procedures with retroactive effect), or take any other actions, that the Company reasonably determines are necessary or appropriate to: to (i) exempt such payments the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to such payments this Agreement or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. 409A. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive ▇▇▇▇▇▇▇▇▇▇▇ or any other individual to the Company or any of its Affiliatesaffiliates, employees or agents. (b) To Separation from Service under 409A. Notwithstanding any provision to the extent that any installment payments under contrary in this Agreement are deemed Agreement: (i) No amount shall be payable pursuant to constitute Sections 7(a) or (b) unless the termination of ▇▇▇▇▇▇▇▇▇▇▇’▇ employment constitutes a “nonqualified deferred compensationseparation from service” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii1.409A-1(h) of the Department of Treasury Regulations)Regulations with respect to the Company; and (ii) If ▇▇▇▇▇▇▇▇▇▇▇ is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, each such payment that to the Executive may be eligible extent delayed commencement of any portion of the termination benefits to receive which ▇▇▇▇▇▇▇▇▇▇▇ is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 7, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of ▇▇▇▇▇▇▇▇▇▇▇’▇ termination benefits shall not be provided to ▇▇▇▇▇▇▇▇▇▇▇ prior to the earlier of (A) the expiration of the six-month period measured from the date of ▇▇▇▇▇▇▇▇▇▇▇’▇ “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A of the Code) or (B) the date of ▇▇▇▇▇▇▇▇▇▇▇’▇ death. Upon the earlier of such dates, all payments deferred pursuant to this Section 10(b)(ii) shall be paid in a lump sum to ▇▇▇▇▇▇▇▇▇▇▇, and any remaining payments due under the Agreement shall be paid as otherwise provided herein; and (iii) The determination of whether ▇▇▇▇▇▇▇▇▇▇▇ is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); and (iv) For purposes of Section 409A of the Code, ▇▇▇▇▇▇▇▇▇▇▇’▇ right to receive installment payments pursuant to Sections 7(a) or (b) shall be treated as a right to receive a series of separate and distinct payment.payments; and (cv) To the extent that The reimbursement of any reimbursements expense under Section 5 or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts 7 shall be paid or reimbursed reasonably promptly, but not made no later than December 31 of the year following the year in which the expense was incurred, and . The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulationssubsequent year. The amount of any such payments or expense reimbursements Benefits provided in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement amount of Benefits provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement anything herein to the contrary, in this Agreement is intended to be interpreted and applied so that the event that a majority payments set forth herein either shall either be exempt from the requirements of Section 409A of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409AInternal Revenue Code of 1986, as amended (the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect“Code”), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) shall comply with the requirements of Section 409A and thereby avoid of the application of penalty taxes under Section 409A; provided that no such amendmentsCode, policiesand, procedures or actions shall reduce the economic value accordingly, to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendmentsmaximum extent permitted, policies, procedures or actions. No provision of this Agreement shall be interpreted to be exempt from or construed to transfer any liability for failure to comply in compliance with Section 409A of the Code. Notwithstanding the foregoing, none of the Company, its Affiliates, officers, directors, employees, or agents guarantees that this Agreement complies with, or is exempt from, the requirements of Section 409A from of the Executive or Code and none of the foregoing shall have any other individual to liability for the Company or any failure of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning comply with, or be exempt from, such requirements. By: Title: Address: PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PHANTOM SHARES SUBJECT TO THIS AWARD SHALL VEST AND BECOME SETTLED, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THE EXECUTION AND EFFECTIVENESS OF THIS AGREEMENT IS CONDITIONED UPON PARTICIPANT’S EXECUTION OF EXHIBIT A ATTACHED HERETO, WHICH SHALL SIGNIFY PARTICIPANT’S ACCEPTANCE OF AND AGREEMENT TO THE TERMS SET FORTH THEREIN. Participant acknowledges receipt of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) a copy of the Department Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of Treasury Regulations), each such payment that the Executive may be eligible to receive under terms and provisions hereof and thereof. Participant has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of tax and legal counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. Participant hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event resolved in accordance with Section 1.409A-3(i)(1)(ivthe Plan. Participant further agrees to notify the Company upon any change in the address for notice indicated in this Agreement. DATED: SIGNED: PARTICIPANT Address: This Restrictive Covenant Agreement (the “Restrictive Agreement”) is made and entered into this day of , , (the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect “Effective Date”) by and between ▇▇▇▇▇▇▇ Energy Corporation, a Delaware corporation (the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code“Company”), and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit, residing at (“Employee”).

Section 409A. (ai) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of following the Board Effective Date, the Company determines that any amounts compensation or benefits payable pursuant to under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, actions that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or to preserve the intended tax treatment of the compensation and benefits provided with respect payable hereunder, including without limitation actions intended to such payments or (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A 409A, provided, however, that this Section 4(c) does not, and thereby avoid shall not be construed so as to, create any obligation on the application part of penalty taxes the Company to adopt any such amendments, policies or procedures or to take any other such actions or to create any liability on the part of the Company for any failure to do so. (ii) Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A; provided that no such amendments, policies, procedures any separate payment or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments benefit under this Agreement are or otherwise shall not be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible subject to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executiveextent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), such amounts shall be paid Section 1.409A-1(b)(9) or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement applicable exception or provision of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.409A.

Section 409A. (a) To It is the extent applicableintent of this Award Agreement that it and all payments and benefits to U.S. taxpayers hereunder be exempt from, or comply with, the requirements of Section 409A, so that none of the Performance Units provided under this Award Agreement shall or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms in this Award Agreement will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). To that end, and notwithstanding anything in accordance with Section 409A. Notwithstanding any provision of this the Award Agreement or in the Plan to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A4(b)(ii) of these “Terms and Conditions of Performance Unit Grant” of this Award Agreement, payment in the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take form of issuance of Shares in settlement of any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment vested portion of the benefits Award will be made as provided with respect in the Vesting and Issuance Criteria of this Award Agreement and in all cases by March 15 of the calendar year following the calendar year in which occurs the first date on which the applicable Performance Units are no longer subject to such payments or (ii) comply with the requirements a substantial risk of forfeiture for purposes of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that 409A. In no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to event will the Company or any of its AffiliatesService Recipient (as defined below) have any liability or obligation to reimburse, employees indemnify or agents. (b) To the extent hold harmless Participant for any taxes or costs that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning may be imposed on or incurred by Participant as a result of Section 409A409A. Subject to Section 23 of these “Terms and Conditions of Performance Unit Grant” of this Award Agreement, for Participant and the Company agree to work together in good faith to consider amendments to this Award Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Payment under Section 409A. For purposes of this Award Agreement, “Section 409A” means Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right any final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefittime.

Section 409A. ▇▇▇▇▇▇▇ understands and agrees that this Award and all payments with respect thereto are intended to comply with and/or be exempt from Section 409A of the Code (a) To the extent applicable, this “Section 409A”). This Agreement shall be interpreted in accordance a manner that is consistent with Section 409A. Notwithstanding such intent and the Award shall be operated accordingly. If any provision of the Plan or any term or condition of this Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything in the Plan or this Agreement to the contrary, if the Committee considers Grantee to be a “specified employee” under Section 409A at the time of Grantee’s “separation from service” (as defined in the event that a majority of the Board determines that Section 409A), and any amounts payable pursuant to this Agreement may be amount hereunder is “deferred compensation” subject to Section 409A, any distribution of such amount that otherwise would be made to Grantee with respect to the Company may adopt Award as a result of such amendments “separation from service” shall not be made until the date that is six months after such “separation from service,” except to this Agreement the extent that earlier distribution would not result in Grantee incurring interest or adopt other policies and procedures additional tax under Section 409A. If the Award includes a “series of installment payments” (including amendments, policies and procedures with retroactive effectwithin the meaning of Treasury Regulations § 1.409A-2(b)(2)(iii)), or take any Grantee’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the Award includes “dividend equivalents” (within the meaning of Treasury Regulations § 1.409A-3(e)), Grantee’s right to such dividend equivalents shall be treated separately from the right to other actionsamounts under the Award. Notwithstanding the foregoing, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments under the Plan or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption is not warranted or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurredguaranteed, and in no event shall the Company be liable for all or any event in accordance portion of any taxes, penalties, interest or other expenses that may be incurred by Grantee on account of non-compliance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.409A.

Section 409A. (a) To the extent applicable, this 4.7.1 This Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any provision of this Agreement is intended to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with satisfy the requirements of Section 409A of the Code ("Section 409A") with respect to amounts, if any, subject thereto and thereby avoid shall be interpreted and construed and shall be performed by the application parties consistent with such intent. If either party notifies the other in writing that one or more or the provisions of penalty taxes this Agreement contravenes any Treasury Regulations or guidance promulgated under Section 409A or causes any amounts to be subject to interest, additional tax or penalties under Section 409A; provided that no such amendments, policiesthe parties shall agree to negotiate in good faith to make amendments to this Agreement as the parties mutually agree, procedures reasonably and in good faith are necessary or actions shall reduce the economic value desirable, to (i) maintain to the Executive maximum extent reasonably practicable the original intent of this Agreement from the value of this Agreement (applicable provisions without taking into account violating the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements provisions of Section 409A from or increasing the Executive or any other individual costs to the Company of providing the applicable benefit or payment and (ii) to the extent possible, to avoid the imposition of any of its Affiliatesinterest, employees additional tax or agentsother penalties under Section 409A upon the parties. (b) 4.7.2 To the extent that the Executive would otherwise be entitled to any installment payments payment or benefit under this Agreement are deemed Agreement, or any plan or arrangement of the Company or its affiliates, that constitutes a "deferral of compensation" subject to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A and that if paid during the six (including, without limitation, for purposes 6) months beginning on the date of Section 1.409A-2(b)(2)(iii) termination of the Department of Treasury Regulations), each such payment that Executive's employment would be subject to the Section 409A additional tax because the Executive may be eligible to receive under this Agreement shall be treated as is a separate and distinct payment. "specified employee" (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A and as determined by the Company), the payment or benefit will be paid or provided to the Executive on the earlier of the first day following the six (6) month anniversary of the Executive, such amounts 's termination of employment or death. 4.7.3 Any payment or benefit due upon a termination of the Executive's employment that represents a "deferral of compensation" within the meaning of Section 409A shall be paid or reimbursed reasonably promptlyprovided to the Executive only upon a "separation from service" as defined in Treas. Reg. § 1.409A-1(h). Each payment made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a "deferral of compensation" subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) ("short-term deferrals") and (b)(9) ("separation pay plans," including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation § 1.409A-1 through A-6. 4.7.4 Notwithstanding anything to the contrary in Agreement, but any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to the Executive only to the extent that the expenses are not later than December 31 incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which the expense was incurred, Executive's "separation from service" occurs; and in any event in accordance with Section 1.409A-3(i)(1)(iv) provided further that such expenses are reimbursed no later than the last day of the Department third calendar year following the calendar year in which the Executive's "separation from service" occurs. To the extent any expense reimbursement or the provision of Treasury Regulations. The any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such payments expenses eligible for reimbursement, or expense reimbursements the provision of any in-kind benefit, in one calendar year shall not affect the expenses or provision of in-kind benefits or expenses eligible for payment or reimbursement in any other calendar yearyear (except for any life-time or other aggregate limitation applicable to medical expenses), other than an arrangement providing for and in no event shall any expenses be reimbursed after the reimbursement of medical expenses referred to in Section 105(b) last day of the Codecalendar year following the calendar year in which the Executive incurred such expenses, and the Executive’s in no event shall any right to such payments reimbursement or reimbursement the provision of any such expenses shall not in-kind benefit be subject to liquidation or exchange for any other another benefit.

Section 409A. It is intended that this Agreement and the payments and benefits hereunder will comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1983, as amended (athe “Code”) To and the rules and regulations thereunder (“Section 409A”), to the extent applicable, this and the Agreement shall be interpreted on a basis consistent with such intent. Neither the Company nor any subsidiary or affiliate makes any representations regarding the tax implications of the compensation and benefits to be paid to Executive under this Agreement, including, without limitation, under Section 409A, and neither the Company, any subsidiary, affiliate or owner of the Company shall be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A, other than if such tax or penalties are caused by Company’s breach of this Agreement. Notwithstanding anything in accordance with Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that a majority of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are is deemed to constitute be a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations409A(a)(2)(B)(i), each such payment no payments hereunder that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” subject to Section 409A, to the extent required under Section 409A, shall be made to Executive prior to the date that is six (6) months after the date of Executive’s “separation from service” (as defined in Section 409A and any Treasury Regulations promulgated thereunder) or, if earlier, Executive’s date of death. Following any applicable six-month delay, any payments delayed by reason of application of the immediately prior sentence shall be paid on the first regular payroll date following such six-months anniversary. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be a “separation from service” within the meaning of Section 409A and interpreted and applied in a manner that is consistent with the requirements of Section 409A. For purposes of Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (i) all such expenses or other reimbursements hereunder shall be made on or prior to the Executive, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 last day of the taxable year following the taxable year in which the expense was incurredsuch expenses were incurred by Executive, and in (ii) any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any right to such payments or expense reimbursements in one calendar year shall not affect the expenses reimbursement or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other benefittaxable year.

Section 409A. (a) To The parties intend that the payments and entitlements provided hereunder be exempt from or in compliance with Section 409A of the Internal Revenue Code, and accordingly, to the maximum extent applicablepermitted, this Agreement shall be interpreted to be exempt from Section 409A or in accordance compliance therewith, as applicable. The payments to Executive pursuant to this Agreement are intended to be exempt from Section 409A to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall constitute a “separately identified” amount within the meaning of Treasury regulation §1.409A-2(b)(2). Nothing contained herein shall constitute any representation or warranty by the Company regarding compliance with Section 409A. Notwithstanding In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A (“409A Penalties”), Executive and the Company shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; 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. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement to providing for the contrary, in the event that a majority payment of the Board determines that any amounts payable pursuant to this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, benefits that the Company determines are necessary or appropriate to: (i) exempt such payments from considered nonqualified deferred compensation under Section 409A and/or preserve the intended tax treatment upon or following a termination of the benefits provided with respect to employment, unless such payments or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A; provided that no such amendments, policies, procedures or actions shall reduce the economic value to the Executive of this Agreement termination is also a “separation from the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) To the extent that any installment payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensationservice” within the meaning of Section 409A and the payment thereof prior to the Executive, a “separation from service” would violate Section 409A. For purposes of any such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 provision of the year following the year in which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of this Agreement relating to any such payments or expense reimbursements in one calendar year benefits, references to a “termination,” “termination of employment” or like terms shall not affect mean “separation from service” within the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement meaning of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefitTreasury regulation §1.409A-1(h).