Common use of Section 409A Clause in Contracts

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments This Award is intended as a short-term deferral, and benefits provided under this Agreement or otherwise are exempt fromto not be subject to any tax, penalty, or comply withinterest under, the requirements of Section 409A of the Internal Revenue Code and any guidance the regulations promulgated under Section 409A of thereunder. This Award, this Agreement and the Code Plan (collectively, “Section 409A”) so that none of the payments or benefits will be subject as to the additional tax imposed under Section 409A, Award) shall be construed and any ambiguities in this Agreement will be interpreted in accordance consistent with this such intent. No payment or benefits To the extent that any amounts payable hereunder are determined to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered constitute “nonqualified deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employeecompensation” within the meaning of Section 409A, then such amounts shall be subject to such additional rules and requirements as specified by the payment Committee from time to time in order to comply with Section 409A, and the settlement of the Deferred Payments will any such amounts may not be accelerated or delayed except to the extent necessary permitted by Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to avoid the imposition Participant in connection with his or her termination of employment is determined to constitute “nonqualified deferred compensation” within the additional tax imposed under meaning of Section 409A409A and the Participant is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), which generally means that the Executive will receive then such payment on or benefit shall not be paid until the first payroll date that occurs on or after the date that is 6 months and 1 day to occur following the Executive’s six-month anniversary of the termination date (the “Specified Employee Payment Date”). The aggregate of employmentany payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Participant in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. The Company reserves makes no representation or warranty and shall have no liability to the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive Participant or any other individual, person if any payments under any provisions of this Agreement are determined to comply with any provision required to avoid the imposition of the additional tax imposed constitute deferred compensation under Section 409A or and are subject to otherwise avoid income recognition the 20 percent tax under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The (i) Notwithstanding anything to the contrary in this Agreement, no payments contemplated by this Agreement will be paid during the six-month period following the Executive’s termination of employment if the Company intends determines, in its good faith judgment, that all paying such amounts at the time or times contemplated by this Agreement would cause the Executive to incur an additional tax under Section 409A (in which case such amounts shall be paid at the time or times indicated in this Section 12(n)). If the payment of any amounts are delayed as a result of the previous sentence, (i) the Company will create a U.S. irrevocable grantor trust with the funds to be held for the benefit of the Executive, known as a “rabbi trust” and contribute to it any amounts subject to the delay as soon as is practicable, and (ii) on the first business day following the earlier of Executive’s death or the end of the six-month period, the Company will pay Executive a lump sum amount equal to the amounts that would have otherwise been previously paid to Executive under this Agreement during such six-month period, plus accrued interest on such amounts at a rate of 4.5% per annum for the period beginning on the date of Executive’s termination of employment through the payment date. Thereafter, payments will resume in accordance with this Agreement. (ii) It is the intent of the Company that the provisions of this Agreement comply with Section 409A. Accordingly, the parties intend that this Agreement be interpreted and operated consistent with such requirements of Section 409A to avoid application of penalty taxes under Section 409A to the extent reasonably practicable. In the event that following the Start Date the Company or Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company and Executive shall work together to attempt to reach mutual agreement to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided under with respect to this Agreement or otherwise are exempt from, or (y) comply with, with the requirements of Section 409A 409A, provided however, without Executive’s consent the economic benefit to Executive may not be diminished, reduced or delayed, and the Company is not required to take any action under this sentence other than that specially provided herein, and provided, further that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. In addition, the Code and any guidance promulgated Executive may (but shall not be entitled to) become the beneficiary of a separate indemnity agreement with the Company related to certain liabilities for taxes, including those arising under Section 409A of the Code 409A. (collectively, “iii) All reimbursements and in-kind benefits provided pursuant to this Agreement shall be made in accordance with Treasury Regulation Section 409A”1.409A-3(i)(l)(iv) so such that none of the payments any reimbursements or in-kind benefits will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, (A) the amounts reimbursed and in-kind benefits under this Agreement, other than with respect to medical benefits provided under Sections 6 and 8, during Executive’s taxable year may not affect the amounts reimbursed or in-kind benefits provided in any other taxable year, (B) the reimbursement of an eligible expense shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred, and (C) the right to reimbursement or an in-kind benefit is not subject to the additional tax imposed under liquidation or exchange for another benefit. For purposes of Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No each payment or benefits to be paid to the Executive, if any, made under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will shall be paid or otherwise provided until the Executive has designated as a “separation from serviceseparate payment” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise foregoing provisions are exempt from, or intended to comply with, with the requirements of Code Section 409A of and the Code final regulations and any official guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) ), so that none of the payments or and benefits to be provided hereunder will be subject to the additional penalty tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted to so comply. The Company agrees to work together with the Employee in accordance with good faith to consider any and all amendments to this intent. No Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax, interest penalty or accelerated income recognition prior to actual payment or benefits to be paid to the ExecutiveEmployee under Section 409A. Notwithstanding anything to the contrary in this Agreement, no severance payments or severance benefits payable to the Employee upon termination of employment, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred PaymentsCompensation”) will be paid or otherwise provided payable until the Executive Employee has a “separation from service” within the meaning of Section 409A. IfFurther, if at the time of the ExecutiveEmployee’s termination of employment, the Executive Employee is a “specified employee” within the meaning of Section 409A, then the payment of the such Deferred Payments Compensation will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive Employee will receive payment on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the ExecutiveEmployee’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxesEmployee’s death, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.if earlier (the “Deferred Compensation Delayed Payment Date”).

Section 409A. (i) The parties intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A, or be provided in a manner that complies with Section 409A and any ambiguity herein shall be interpreted so as to be consistent with the intent of this paragraph. In no event whatsoever shall the Company intends be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A. Notwithstanding anything contained herein to the contrary, all payments and benefits provided under this Agreement or otherwise which are exempt from, or comply with, the requirements payable upon a termination of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will employment hereunder shall be paid or otherwise provided until the Executive has only upon those terminations of employment that constitute a “separation from service” from the Company within the meaning of Section 409A. If409A (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, at the time of the Executive’s termination of employment, if the Executive is a “specified employee” within as such term is defined under Section 409A at the meaning time of a termination of employment 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 recognition of income or additional tax under Section 409A, then the Company will defer the commencement of the payment of the Deferred Payments will be delayed any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after Executive) until the date that is 6 at least six (6) months and 1 day following the Executive’s termination of employment. The employment with the Company reserves (or the right earliest date permitted under Section 409A, e.g., immediately upon the Executive’s death), whereupon the Company will promptly pay the Executive a lump-sum amount equal to amend the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement as it considers necessary during the period in which such payments or advisablebenefits were deferred. Thereafter, payments will resume in accordance with this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided hereunder during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive. (iii) Additionally, in its sole discretion and without the consent of event that following the date hereof the Company or the Executive reasonably determines that any compensation or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is may be subject to Section 409A, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member tax treatment of the Company Group reimburse, indemnify, compensation and benefits provided with respect to this Agreement or hold harmless (y) comply with the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result requirements of Section 409A.

Section 409A. The Company intends that all payments following provisions apply to the extent the Employee is subject to taxation in the U.S. Payments made pursuant to the Plan and benefits provided under this Grant Agreement are intended to comply with or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under qualify for an exemption from Section 409A of the Code (collectively, “Section 409A”) so that none of ). The Company reserves the payments or benefits will be subject right, to the extent the Company 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 ensure that all RSUs and dividend equivalent payments are made in a manner that qualifies for an exemption from, or complies with, Section 409A or mitigate any additional tax, interest and/or penalties or other adverse tax imposed consequences that may apply under Section 409A: provided however, and any ambiguities in this Agreement that the Company makes no representations that the RSUs or dividend equivalents will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executiveexempt from any taxes, if anyinterest, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits and/or penalties that are considered deferred compensation may apply under Section 409A (togetherand makes no undertaking to preclude Section 409A from applying to this RSU. For the avoidance of doubt, the “Deferred Payments”) Employee hereby acknowledges and agrees that neither the Company nor any Affiliate or Subsidiary will be paid have any liability to the Employee or otherwise provided until any other 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 Executive has Company with respect thereto. Any payments under this Grant Agreement, the settlement of which is triggered by a “"separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” " (within the meaning of Section 409A, then the payment ) of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed a "specified employee" (as defined under Section 409A), which generally means that the Executive will receive payment shall be made on the first payroll a date that occurs on is the earlier of (a) the Employee’s death or (b) the later of the specified settlement date and the date which is six months after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.Employee’s separation from service.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code (as defined below) and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if anyany such payments or benefits, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or the consent of any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends intent of the parties is that all payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code until Executive would be considered to have incurred a “separation from service” from the Company Group within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or otherwise are any other arrangement between Executive and the Company Group during the six-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service (or, if earlier, Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement shall be exempt from, from or comply with, the requirements of with Section 409A of the Code and any guidance promulgated under makes no undertaking to preclude Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject from applying to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each such payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends intent of the parties is that all payments and benefits under this Agreement comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Corporation for purposes of any payments under this Agreement which are subject to Section 409A of the Code until the Executive would be considered to have incurred a “separation from service” from the Corporation within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or otherwise are any other arrangement between the Executive and the Corporation during the six-month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Corporation makes no representation that any or all of the payments described in this Agreement will be exempt from, from or comply with, the requirements of with Section 409A of the Code and any guidance promulgated under makes no undertaking to preclude Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject from applying to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each such payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends that all severance payments and benefits provided made under this Agreement comply with, or otherwise are be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement or ambiguous terms herein will be interpreted in accordance with this intentto so comply or be exempt. No payment or Specifically, the severance benefits are intended to be paid to exempt from the requirements of Section 409A under the separation pay plan exception set forth under Section 409A. If, at the time of the Executive’s separation from service, if any, the Executive is a “specified employee” within the meaning of Section 409A and the severance benefits payable under this Agreement or otherwiseAgreement, when considered together with any other severance payments or separation benefits that benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If), at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the such Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will begin to receive payment payments on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employmentseparation from service. The Company reserves and the right Executive agree to amend work together in good faith to consider amendments to this Agreement as it considers necessary and to take such reasonable actions which are necessary, appropriate or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required desirable to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable tax or income recognition prior to actual payment to you under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). 409A. In no event will any member of the Company Group reimburse, indemnify, or hold harmless reimburse the Executive for any taxes, penalties and interest taxes that may be imposed, or other costs that may be incurred, imposed on Executive as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this the Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this the Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) ), will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the any Deferred Payments that are subject to Section 409A will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination separation from service. Notwithstanding anything to the contrary above, if the accelerated vesting and/or settlement of employmentany restricted stock units or other awards under Section 3(b)(iv) would subject such awards to imposition of the additional tax imposed under Section 409A, then the shares or property subject thereto shall be distributed or paid only at the time(s) and according to the schedule on which such distributions or payments were scheduled to be made under the original terms of the applicable award agreement(s). The Company reserves the right to amend this the Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this the Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless reimburse the Executive for any taxes, penalties and interest taxes that may be imposed, or other costs that may be incurred, imposed on the Executive as a result of Section 409A.

Section 409A. The This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. For purposes of determining the timing of any payments to be made under this Agreement by reference to Executive’s termination of employment, “termination” and “termination of employment” shall refer to Executive’s "separation from service" as defined for purposes of Section 409A. Notwithstanding the foregoing, the Company intends makes no representations that all the payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of 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 Code and Executive on account of non-compliance with Section 409A. Notwithstanding any guidance promulgated under Section 409A other provision of the Code (collectivelythis Agreement, “Section 409A”) so that none of the payments if any payment or benefits will be subject benefit provided to the additional tax imposed under Section 409A, and any ambiguities Executive in this Agreement will be interpreted in accordance connection with this intent. No payment or benefits her termination of employment is determined to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered constitute "nonqualified deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” compensation" within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, 409A and the Executive is determined to be a “"specified employee” within the meaning of " as defined in Section 409A409A(a)(2)(b)(i), then the such payment of the Deferred Payments will or benefit shall be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or after the date that is 6 months and 1 day to occur following the Executive’s termination six-month anniversary of employmentthe Termination Date (the "Specified Employee Payment Date"). The Company reserves aggregate of any payments that would otherwise have been paid before the right Specified Employee Payment Date shall be paid to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or in a lump sum on the Specified Employee Payment Date and thereafter, any other individual, to comply remaining payments shall be paid without delay in accordance with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.their original schedule.

Section 409A. (i) The Company intends parties hereto intend that all the payments and benefits provided under this Agreement or otherwise are be exempt from, or comply with, the requirements of from Section 409A (as defined below) or, to the extent not exempt, comply therewith and, accordingly, this Agreement shall be interpreted consistent with such intent. Nothing in this Agreement shall be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of the Code and any guidance promulgated under Section 409A of the Code (collectively, “a failure to comply with Section 409A”) so that none of the payments or benefits will be subject from Executive to the additional tax imposed Company or to any other individual or entity. (ii) Notwithstanding anything to the contrary in this Agreement, to the extent necessary to avoid the imposition of taxes and penalties under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment (A) no severance pay or benefits to be paid or provided to the Executive, if any, under pursuant to this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the 409A; (B) if Executive is a “specified employee” within the meaning of Section 409A409A at the time of Executive’s termination of employment (other than due to death), then any severance pay or benefits to be paid or provided to Executive within the payment first six (6) months following Executive’s separation from service will become payable on the first to occur of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on Executive’s death or the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the date of Executive’s termination of employment. The Company reserves separation from service, and all subsequent severance pay or benefits, if any, will be payable in accordance with the right payment schedule applicable to amend this Agreement as it considers necessary each payment or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional taxbenefit. Each payment, installment, installment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member ) of the Treasury Regulations; and (C) (1) all reimbursements hereunder shall be made on or prior to the last day of the calendar year following the calendar year in which Executive incurred the expense, (2) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (3) the amount of expenses eligible for reimbursement or in-kind benefits provided in any calendar year shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided, in any other calendar year. (iii) The Company Group reimburseand Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that are necessary, indemnify, appropriate or hold harmless the desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of under Section 409A.

Section 409A. The Notwithstanding any inconsistent provision of this Agreement, to the extent the Company intends determines in good faith that all payments and benefits provided under this Agreement one or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none more of the payments or benefits will received or to be received by Executive pursuant to this Agreement in connection with Executive’s termination of employment would constitute deferred compensation subject to the additional tax imposed under rules of Section 409A, no such payment shall be made or benefit provided unless and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has incurred a “separation from service” within the meaning of Section 409A. IfFurthermore, at the time of the Executive’s termination of employment, the if Executive is a “specified employee” within under Section 409A at the meaning time of such separation from service, then no amount that constitutes a deferral of compensation which is payable on account of the Employee’s separation from service shall be paid to the Employee before the date (the “Delayed Payment Date”) which is the first business day of the seventh month after the date of the Employee’s separation from service or, if earlier, the date of the Employee’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. The Company and Executive agree to negotiate in good faith to reform any provisions of this Agreement to maintain to the maximum extent practicable the original intent of the applicable provisions without violating the provisions of Section 409A, then if the payment of the Deferred Payments will be delayed Company deems such reformation necessary or advisable pursuant to the extent necessary guidance under Section 409A to avoid the imposition incurrence of any such interest and penalties. Such reformation shall not result in a reduction of the additional tax imposed aggregate amount of payments or benefits under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employmentthis Agreement. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable Any payments under this Agreement is intended that are deemed subject to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of 409A shall be subject to the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties following terms and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.provisions:

Section 409A. The Company intends Parties intend that all payments and benefits provided under this Agreement be interpreted to comply with or otherwise are be exempt from, or comply with, the requirements of from Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the severance payments or benefits provided hereunder will be subject to the additional tax imposed under Section 409A409A. For purposes of determining severance, and any ambiguities in this Agreement will a termination of employment shall mean not be interpreted in accordance with this intent. No payment or benefits deemed to be paid to have occurred unless the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has termination is also a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the If Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed severance and any other separation benefits payable upon a separation from service (whether under this Agreement or otherwise) that would constitute deferred compensation under Section 409A409A (the “Deferred Payments”), which generally means that otherwise due to Executive on or within the Executive six (6)-month period following Executive’s separation from service will receive accrue during such six (6)-month period and will become payable in a lump sum payment on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the date of Executive’s termination separation from service (such rule, the “Six Month Delay Rule”) or, if earlier, the date of employmentExecutive’s death. The Company reserves All subsequent Deferred Payments following the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent application of the Executive Six Month Delay Rule, if any, will be payable in accordance with the payment schedule applicable to each payment or any other individualbenefit or, to comply with any provision required to avoid if earlier, upon the imposition date of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional taxExecutive’s death. Each payment, installment, payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2)) of the Treasury Regulations. Executive and the Company agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that are necessary, appropriate or desirable to avoid subjecting Executive to an additional tax or income recognition under Section 409A prior to actual payment of any payments and benefits under this Agreement, as applicable. In no event will any member of the Company Group reimburse, indemnify, or hold harmless the reimburse Executive for any taxes, penalties and interest taxes that may be imposed, or other costs that may be incurred, imposed on Executive as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject 10.1 Notwithstanding anything to the additional tax imposed under Section 409A, and any ambiguities contrary in this Agreement will be interpreted in accordance with this intent. No payment Agreement, no separation payments or benefits to be paid provided to the Executive, if any, under pursuant to this Agreement or otherwisethat, when considered together with any other severance separation payments or separation benefits that benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. IfSimilarly, no separation payments or benefits to be provided to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. Further, provided that the Release becomes effective and irrevocable in accordance with Sections 5 or 7, as applicable, in the event that the termination of Executive’s employment occurs at a time during the time calendar year when the Release could become effective in the calendar year immediately following the calendar year in which the termination of Executive’s employment occurs (regardless of which calendar year the Release actually becomes effective and irrevocable), then any severance payments that would be considered Deferred Payments that otherwise are payable between the date of termination of Executive’s employment and the Release Deadline Date will be paid, or in the case of installments, will commence, on the Release Deadline Date, and any remaining or other severance payments will be paid in accordance with their payment schedule as provided in this Agreement. 10.2 It is intended that none of the Executive’s termination severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as payments that would fall within the “short-term deferral period” as described in Section 10.4 below or resulting from an involuntary separation from service as described in Section 10.5 below. In no event will Executive have discretion to determine the taxable year of employmentpayment of any Deferred Payment. 10.3 Notwithstanding anything to the contrary in this Agreement, the if Executive is a “specified employee” within the meaning of Section 409A409A at the time of Executive’s separation from service (other than due to death), then the payment of Deferred Payments, if any, that are payable within the Deferred Payments first six months following Executive’s separation from service, will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment become payable on the first payroll date that occurs on or after the date that is 6 six months and 1 one day following the date of Executive’s termination of employmentseparation from service. The Company reserves All subsequent Deferred Payments, if any, will be payable in accordance with the right payment schedule applicable to amend this Agreement as it considers necessary each payment or advisablebenefit. Notwithstanding anything herein to the contrary, in its sole discretion and without the consent event of Executive’s death following Executive’s separation from service, but before the 6 month anniversary of the Executive separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional taxbenefit. Each payment, installment, payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations. 10.4 Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of U.S. clause (a) above. 10.5 Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulation Regulations that does not exceed the Section 1.409A-2(b)(2)409A Limit will not constitute Deferred Payments for purposes of Section 10.1 above. 10.6 The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the separation payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to so comply or be exempt. For purposes of this Agreement, to the extent required to be exempt from or comply with Section 409A with respect to any separation payments or benefits, references to Executive’s “termination of employment,” “Date of Termination,” or other similar phrases will be references to Executive’s “separation from service” within the meaning of Section 409A. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. In no event will any member of the Company Group reimburse, indemnify, or hold harmless the reimburse Executive for any taxes, penalties and interest that may be imposed, taxes imposed or other costs that may be incurred, incurred as a result of Section 409A.

Section 409A. The Company intends that all payments and (a) Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided under this Agreement or otherwise herein are exempt from, or comply with, the requirements of subject to Section 409A of the Code and the regulations and other guidance thereunder and any guidance promulgated under Section 409A state law of the Code similar effect (collectively, collectively “Section 409A”) so that none ). Severance benefits payable upon a termination of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided employment shall not commence until the Executive has a “separation from service” within the meaning for purposes of Section 409A. IfEach installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), at and the time severance benefits are intended to satisfy the exemptions from application of the Executive’s termination of employmentSection 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), the 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is is, upon separation from service, a “specified employee” within the meaning for purposes of Section 409A, then the payment of the Deferred Payments will be delayed then, solely to the extent necessary to avoid the imposition of the additional adverse personal tax imposed consequences under Section 409A, which generally means the timing of the severance benefits shall be delayed until the earlier of (i) six (6) months and one day after Executive’s separation from service, or (ii) Executive’s death. Any payment or benefit otherwise payable or to be provided in the six (6) month period following separation from service that the Executive will receive payment on the first payroll date that occurs on is not so paid or provided by reason of this Section 17 shall be accumulated and paid or provided in a single lump sum, as soon as practicable (and in all events within 15 days) after the date that is 6 six (6) months and 1 day following the after Executive’s termination separation from service (or, if earlier, as soon as practicable, and in all events within 15 days, after the date of employment. The Company reserves the right to amend Executive’s death) (b) It is intended that this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to shall comply with the requirements of Section 409A, and any provision required ambiguity contained herein shall be interpreted in such manner so as to avoid the imposition of the additional adverse personal tax imposed consequences under Section 409A or to otherwise avoid income recognition under Section 409A prior to 409A. Notwithstanding the actual payment of any benefits or imposition of any additional tax. Each paymentforegoing, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In the Company shall in no event will any member of the Company Group reimburse, indemnify, or hold harmless be obligated to indemnify the Executive for any taxes, penalties and taxes or interest that may be imposed, or other costs that may be incurred, as a result assessed by the IRS pursuant to Section 409A of Section 409A.the Code on payments made pursuant to this Agreement.

Section 409A. The Company intends intent of the parties is that all payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code until the Executive has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following an Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). To the extent required to avoid an accelerated or otherwise are additional tax under Section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from, from or comply with, the requirements of with Section 409A of the Code and any guidance promulgated under makes no undertaking to preclude Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject from applying to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each such payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends intent of the parties is that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of with Section 409A of the Code and any the regulations and other guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so that none of the payments or benefits will be subject and, accordingly, to the additional tax imposed under Section 409Amaximum extent permitted, and any ambiguities in this Agreement will shall be interpreted in accordance with this intent. No payment or benefits and administered to be paid in compliance therewith. Notwithstanding anything contained herein to the Executivecontrary, if any, Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to Executive under this Agreement or otherwise, when providing for payment of amounts on termination of employment unless Executive would be considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has to have incurred a “separation from service” from the Company within the meaning of Section 409A. If, at Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A and any payments described in this Agreement that are due within the time “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. All reimbursements shall be paid within five (5) business days after delivery of Executive’s written request for payment accompanied by evidence of the fees and expenses incurred, as the Company may reasonably require, but in no event later than the end of the calendar year following the calendar year in which such fees and expenses are incurred. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will employment shall instead be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 day following the Executive’s termination of employment. The Company reserves employment (or upon Executive’s death, if earlier), together with interest calculated from the right to amend this Agreement as it considers necessary or advisablefifth (5th) day following termination of employment until the date of payment, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior at an annual rate equal to the actual payment of any benefits or imposition of any additional tax. Each paymentprime rate as reported in the Wall Street Journal from time to time, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.compounded annually.

Section 409A. The Company intends that all payments and benefits provided under (i) Notwithstanding anything to the contrary in this Agreement or otherwise are exempt fromAgreement, or comply with, if Executive is a “specified employee” within the requirements meaning of Section 409A of the Code and the final regulations and any guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) at the time of Executive’s termination, and the severance payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), then to the extent such portion of the Deferred Compensation Separation Benefits would otherwise have been payable within the first six (6) months following Executive’s termination of employment, it will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. (ii) The foregoing provision is intended to comply with the requirements of Section 409A so that none of the severance payments or and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employmentso comply. The Company reserves the right and Executive agree to amend work together in good faith to consider amendments to this Agreement as it considers necessary and to take such reasonable actions which are necessary, appropriate or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required desirable to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable tax or income recognition prior to actual payment to Executive under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all Parties intend for the payments and benefits provided under this Agreement or otherwise are to be exempt from, or comply with, the requirements of from Section 409A of the Code or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and any guidance promulgated intend that this Agreement shall be construed and administered in accordance with such intention. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code Code, (collectively, “Section 409A”i) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to no amounts shall be paid to the Executive, if any, Executive under Section 7 of this Agreement or otherwise, when until Executive would be considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has to have incurred a “separation from service” from the Company within the meaning of Section 409A. If, at the time 409A of the Code, (ii) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will separation from service shall instead be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or business day after the date that is 6 six (6) months and 1 day following the Executive’s termination of employment. The Company reserves the right separation from service (or death, if earlier), (iii) each amount to amend this Agreement as it considers necessary be paid or advisable, in its sole discretion and without the consent of the Executive or any other individual, benefit to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable be provided under this Agreement is intended to constitute shall be construed as a separate separately identified payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member 409A of the Company Group reimburseCode, indemnify, (iv) any payments that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise and (v) amounts reimbursable to Executive under this Agreement shall be paid to Executive on or hold harmless before the Executive last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any taxes, penalties and interest that one (1) year may be imposed, not effect amounts reimbursable or other costs that may be incurred, as a result of Section 409A.provided in any subsequent year.

Section 409A. The Company intends that all payments and benefits provided under Notwithstanding the other provisions hereof, this Agreement is intended to comply with or otherwise are be exempt from, or comply with, from the requirements of Section 409A of the Code and any the regulations and administrative guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so that none ), to the extent applicable, and this Agreement shall be interpreted to avoid any taxes or penalty sanctions under Section 409A. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with or otherwise be exempt from Section 409A. All payments to be made upon a termination of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, Participant’s employment under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered constitute deferred compensation under for purposes of Section 409A (together, the “Deferred Payments”) will may only be paid or otherwise provided until the Executive has made upon a “separation from service” within the meaning under Section 409A. For purposes of Section 409A. If409A, each payment made under this Agreement shall be treated as a separate payment. Any amount payable to the Participant pursuant to this Agreement during the six (6) month period immediately following the date of the Participant’s termination of employment that is not otherwise exempt from Section 409A, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of the ExecutiveParticipant’s termination of employmentseparation from service, the Executive Company’s (or any entity required to be aggregated with the Company under Section 409A) stock is publicly-traded on an established securities market or otherwise and the Participant is a “specified employee” within the meaning of (as defined in Section 409A), then the Company shall postpone the commencement of the payment of Excess Amount for six (6) months following the Deferred Payments will be delayed to the extent necessary to avoid the imposition date of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the ExecutiveParticipant’s termination of employment. The Company reserves delayed Excess Amount shall be paid in a lump sum to the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without Participant on the consent Company’s first normal payroll date following the date that is six (6) months following the date of the Executive or any other individual, to comply with any provision required to avoid Participant’s termination of employment. If the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A Participant dies during such six (6) month period and prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member the portion of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest Excess Amount that may is required to be imposed, or other costs that may be incurred, as a result delayed on account of Section 409A.409A, such Excess Amount shall be paid to the Participant’s estate within sixty (60) days after the Participant’s death.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, (1) Notwithstanding the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none timing of the payments or benefits will pursuant to Section 10 of this Agreement, to the extent Employee would otherwise be entitled to a payment during the six months beginning on the Date of Termination that would be subject to the additional tax imposed under Section 409A409A of the Internal Revenue Code of 1986, as amended (the “Code”), (i) the payment will not be made to Employee and any ambiguities in this Agreement instead will be interpreted in accordance made to an account established to fund such payments (provided that such funds shall be at all times subject to the creditors of the Employer) and (ii) the payment, together with this intent. No payment or benefits to interest thereon at the rate of “prime” plus 1%, will be paid to Employee on the Executivesix-month anniversary of Date of Termination. Similarly, to the extent Employee would otherwise be entitled to any benefit (other than a cash payment) during the six months beginning on the Date of Termination that would be subject to the additional tax under Section 409A of the Code, the benefit will be delayed and will begin being provided (together, if anyapplicable, with an adjustment to compensate Employee for the delay, with such adjustment to be determined in the Employer’s reasonable good faith discretion) on the six month anniversary of the Date of Termination. The Employer will establish the account, as applicable, no later than ten days after Employee’s Date of Termination. (2) It is the intention of the parties that the payments and benefits to which Employee could become entitled in connection with termination of employment under this Agreement or otherwise, when considered together comply with any other severance payments or separation benefits that are considered deferred compensation under Section 409A of the Code. In the event that the parties determine that any such benefit or right does not so comply, they will negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (together, in a manner that attempts to minimize the “Deferred Payments”economic impact of such amendment on Employee and the Employer and its affiliates). (3) will A termination of employment shall not be paid deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or otherwise provided until the Executive has benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A. If409A and, at the time for purposes of the Executive’s any such provision of this Agreement, references to a “termination,” “termination of employment, the Executive is a ” or like terms shall mean “specified employee” within the meaning separation from service.” (4) For purposes of compliance with Code Section 409A, then (i) all expenses or other reimbursements under this Agreement shall be made on or prior to the payment last day of the Deferred Payments will taxable year following the taxable year in which such expenses were incurred by the Employee, (ii) any right to reimbursement or in kind benefits is not 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 delayed to the extent necessary to avoid the imposition provided, in any other taxable year. (5) For purposes of the additional tax imposed under Code Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the ExecutiveEmployee’s termination of employment. The Company reserves the right to amend receive any installment payment pursuant to this Agreement shall be treated as it considers necessary or advisable, in its sole discretion a right to receive a series of separate and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual distinct payments. (6) Whenever a payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended specifies a payment period with reference to constitute a separate number of days (e.g., “payment for purposes shall be made within thirty (30) days following the date of U.S. Treasury Regulation Section 1.409A-2(b)(2termination”). In no event will any member , the actual date of payment within the specified period shall be within the sole discretion of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.Employer.

Section 409A. The Company intends intent of the parties is that all payments and benefits provided under this Agreement comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with Avatar or otherwise the Company for purposes of any payments under this Agreement which are exempt from, or comply with, the requirements of Section subject to section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has incurred a “separation from service” from Avatar and the Company within the meaning of Section 409A. If, at the time section 409A of the Executive’s termination Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment section 409A of the Deferred Payments will be delayed Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent necessary required in order to avoid the imposition accelerated taxation and/or tax penalties under section 409A of the additional tax imposed under Section 409ACode, which generally means amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the Executive will receive payment six-month period immediately following an Executive’s separation from service shall instead be paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 day following the Executive’s termination separation from service (or, if earlier, the Executive’s date of employmentdeath). The Company reserves To the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision extent required to avoid the imposition an accelerated or additional tax under section 409A of the additional tax imposed under Section 409A or Code, amounts reimbursable to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable Executive under this Agreement is intended shall be paid to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. Neither Avatar nor the Company Group reimburse, indemnify, makes any representation that any or hold harmless all of the Executive for payments described in this Agreement will be exempt from or comply with section 409A of the Code and makes no undertaking to preclude section 409A of the Code from applying to any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.such payment.

Section 409A. The Company intends that all payments and benefits provided under Notwithstanding any provision of this Agreement or otherwise to the contrary, all provisions of this Agreement are exempt from, or intended to comply with, the requirements of with Section 409A of the Code Code, and any the applicable Treasury regulations and administrative guidance promulgated under Section 409A of the Code issued thereunder (collectively, “Section 409A”) so that none of the payments or benefits will an exemption therefrom and shall be subject to the additional tax imposed under Section 409A, construed and any ambiguities in this Agreement will be interpreted administered in accordance with this such intent. No payment or benefits to be paid to the Executive, if any, Any payments under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under may be excluded from Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “either as separation pay due to an involuntary separation from service” within service or as a short-term deferral shall be excluded from Section 409A to the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning maximum extent possible. For purposes of Section 409A, then the each installment payment of the Deferred Payments will provided under this Agreement shall be delayed treated as a separate payment. Notwithstanding any provision in this Agreement to the extent necessary contrary, if any payment or benefit provided for herein would be subject to avoid the imposition of the additional tax imposed taxes and interest under Section 409A, which generally means that 409A if Executive’s receipt of such payment or benefit is not delayed until the Executive will receive payment on earlier of (i) the first payroll date that occurs on of Executive’s death or after (ii) the date that is 6 six months and 1 day following after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Executive (or Executive’s termination of employment. The Company reserves estate, if applicable) until the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to Payment Date. Notwithstanding the actual payment of any foregoing, the Company makes no representations that the payments and benefits or imposition of any additional tax. Each payment, installment, and benefit payable provided under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation are exempt from, or compliant with, Section 1.409A-2(b)(2). In 409A and in no event will any member of shall the Company Group reimburse, indemnify, or hold harmless the Executive any of its Affiliates be liable for all or any portion of any taxes, penalties and interest penalties, interest, or other expenses that may be imposed, or other costs that may be incurred, as a result incurred by Executive on account of non-compliance with Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) ), will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. Any severance benefits that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the 60th day following Executive’s separation from service, or, if later, such time as required under this paragraph. Except as required under this paragraph, any installment payments that would have been made to Executive during the 60-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the 60th day following Executive’s separation from service and the remaining payments will be made as provided above.. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the reimburse Executive for any taxes, penalties and interest taxes that may be imposed, or other costs that may be incurred, imposed on Executive as a result of Section 409A.

Section 409A. The Company intends intent of the parties is that all payments and benefits under this Agreement shall not result in the imputation of any tax, penalty or interest pursuant to Section 409A of the Code, and accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted consistent with that intent. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code until the Executive has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code, amounts that would otherwise are be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following an Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). To the extent required in order to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from, from or comply with, the requirements of with Section 409A of the Code and any guidance promulgated under makes no undertaking to preclude Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject from applying to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each such payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends that all payments and benefits provided under this This Agreement or otherwise are exempt from, or is intended comply with, with the requirements of Code Section 409A of the Internal Revenue Code of 1986, as amended, and any the Department of Treasury guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so ). This Agreement shall be interpreted and administered to maximize the exemptions from Section 409A for the compensation payable pursuant to this Agreement and, to the extent the Agreement provides for compensation that none is subject to Section 409A, to comply with Section 409A and to avoid the imposition of tax, interest and/or penalties upon you under Section 409A. The Company does not, however, assume any economic burdens associated with Section 409A. In particular, the Company will not be liable to you for any tax, interest, or penalties you may owe as a result of this Agreement. Each of your rights to installment payments under the first and second bullets of Section 2 shall be treated as a right to a series of separate payments for purposes of Section 409A. Each such payment that is made within 2-½ months following the end of the payments or benefits will year that contains the Effective Date is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A. Each such payment that is made later than 2-½ months following the end of the year that contains the Effective Date is intended to be exempt from Section 409A under the two-times exception of Treasury Reg. § 1.409A-1(b)(9)(iii) (the “Two-Times Exception”), up to the limitation on the availability of the Two-Times Exception specified in the regulation. Each payment that is made after the Two-Times Exception ceases to be available shall be subject to the additional tax imposed under six-month delay, as necessary, as specified below. To the extent necessary to comply with Section 409A, in no event shall you, directly or indirectly, designate the taxable year of any payment under this Agreement. In particular, with respect to any payment that is conditioned upon your executing and any ambiguities not revoking the release of claims as specified herein, if the designated payment period for such payment begins in one taxable year and ends in the next taxable year, the payment will be made in the later taxable year. To the extent necessary to comply with Section 409A, references in this Agreement will be interpreted in accordance with this intent. No payment to “termination of employment” or benefits to be paid to “terminates employment” (and similar references) shall have the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a same meaning as “separation from service” within the meaning of Section 409A. If409A (a “Separation from Service”), at the time of the Executive’s and no payment subject to Section 409A that is payable upon a termination of employmentemployment shall be paid unless and until (and not later than applicable in compliance with Section 409A) you incur a Separation from Service. In addition, the Executive is if you are a “specified employee” within the meaning of Section 409A409A(a)(2)(B)(i) at the time of your Separation from Service, then any payment subject to Section 409A that would otherwise have been payable on account of, and within the payment of the Deferred Payments first six months following, your Separation from Service will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment become payable on the first payroll date that occurs on or business day after six months following the Separation Date or, if earlier, the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.your death.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) ), will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. Any severance benefits that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the 60th day following Executive’s separation from service, or, if later, such time as required under this paragraph. Except as required under this paragraph, any installment payments that would have been made to you during the 60-day period immediately following Executive’s separation from service but for the preceding sentence will be paid to you on the 60th day following Executive’s separation from service and the remaining payments will be made as provided above. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the reimburse Executive for any taxes, penalties and interest taxes that may be imposed, or other costs that may be incurred, imposed on Executive as a result of Section 409A.

Section 409A. The Company intends that all Parties intend for the payments and benefits provided under this Agreement or otherwise are to be exempt from, or comply with, the requirements of from Section 409A of the Code or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and any guidance promulgated intend that this Agreement shall be construed and administered in accordance with such intention. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code Code, (collectively, “Section 409A”i) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to no amounts shall be paid to the Executive, if any, Executive under Section 7 of this Agreement or otherwise, when until Executive would be considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has to have incurred a “separation from service” from the Company within the meaning of Section 409A. If, at the time 409A of the Code, (ii) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will separation from service shall instead be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or business day after the date that is 6 six (6) months and 1 day following the Executive’s termination of employment. The Company reserves the right separation from service (or immediately following Executive’s death, if earlier), (iii) each amount to amend this Agreement as it considers necessary be paid or advisable, in its sole discretion and without the consent of the Executive or any other individual, benefit to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable be provided under this Agreement is intended to constitute shall be construed as a separate separately identified payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member 409A of the Company Group reimburseCode, indemnify, (iv) any payments that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise and (v) amounts reimbursable to Executive under this Agreement shall be paid to Executive on or hold harmless before the Executive last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any taxes, penalties and interest that one (1) year may be imposed, not effect amounts reimbursable or other costs that may be incurred, as a result of Section 409A.provided in any subsequent year.

Section 409A. The Company intends intent of the parties is that all payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive will not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or otherwise are any other arrangement between Executive and the Company during the six-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service (or, if earlier, Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from, from or comply with, the requirements of with Section 409A of the Code and any guidance promulgated under makes no undertaking to preclude Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject from applying to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each such payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends intent of the parties is that all payments and benefits provided under this Agreement or otherwise comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are exempt from, or comply with, the requirements of Section subject to section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has incurred a “separation from service” from the Company within the meaning of Section 409A. If, at the time section 409A of the Executive’s termination Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment section 409A of the Deferred Payments will be delayed Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent necessary required in order to avoid the imposition accelerated taxation and/or tax penalties under section 409A of the additional tax imposed under Section 409ACode, which generally means amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the Executive will receive payment six-month period immediately following an Executive’s separation from service shall instead be paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 day following the Executive’s termination separation from service (or, if earlier, the Executive’s date of employmentdeath). To the extent required to avoid an accelerated or additional tax under section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company reserves makes no representation that any or all of the right to amend payments described in this Agreement as it considers necessary will be exempt from or advisable, in its sole discretion and without the consent comply with section 409A of the Executive or any other individual, Code and makes no undertaking to comply with any provision required to avoid the imposition preclude section 409A of the additional tax imposed under Section 409A or Code from applying to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each such payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, If at the requirements of Section 409A of time the Code and Executive becomes entitled to any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A any other termination payment from the Company (together, collectively referred to as the “Deferred PaymentsSeverance”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment), the Executive is a “specified employee” within (as defined in Section 409A of the meaning Internal Revenue Code of 1986, as amended (“Section 409A”)), then the payment of the Deferred Payments will no Severance considered deferred compensation under Section 409A and not subject to an exception or exemption thereunder shall be delayed paid to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after until the date that is 6 six (6) months and 1 day following after the Executive’s date of termination (or, if later, six (6) months after the Executive has incurred a separation from service as defined in Section 409A). For purposes of employment. The Company reserves the right determining whether Severance payment payable on payroll dates occurring on or prior to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent March 15 of the Executive or any other individual, to comply with any provision required to avoid year following the imposition year that includes the date of the additional tax imposed under termination are exempt from Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual as short-term deferrals, each Severance payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute shall be considered a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2)409A. Any Severance that would otherwise have been paid to the Executive during this six-month period shall instead be aggregated and paid to the Executive on the date that is six (6) months after the Executive’s date of termination. In no event Any Severance to which the Executive is entitled to be paid after the date that is six (6) months following the Executive’s date of termination shall be paid to the Executive in accordance with the applicable schedule. It is intended that this Agreement will any member comply with Section 409A to the extent applicable, and this Agreement shall be interpreted and construed on a basis consistent with such intent. The Company and the Executive agree to amend (including retroactively) this Agreement in order to comply with Section 409A, including amending to facilitate the ability of the Company Group reimburse, indemnifyExecutive to avoid the imposition of, or hold harmless reduce the amount of, any Section 409A tax or penalties. The Company and the Executive for shall reasonably cooperate to provide full effect to this provision and the consent to any taxes, penalties and interest that may amendment described in the preceding sentence shall not be imposed, or other costs that may be incurred, as a result of Section 409A.unreasonably withheld by either party.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless reimburse the Executive for any taxes, penalties and interest taxes that may be imposed, or other costs that may be incurred, imposed on the Executive as a result of Section 409A.

Section 409A. The Company intends intent of the parties is that all payments and benefits under this Agreement comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). To the extent required to avoid an accelerated or otherwise are additional tax under Section 409A of the Code, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from, from or comply with, the requirements of with Section 409A of the Code and any guidance promulgated under makes no undertaking to preclude Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject from applying to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each such payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The This Agreement, and any payment hereunder, is intended to be exempt from Section 409A of the Internal Revenue Code (“Section 409A”) under the short-term deferral and separation pay plan exemptions to the maximum extent permitted by Section 409A. However, to the extent that this Agreement or any payment hereunder is subject to Section 409A, the Agreement will be construed and interpreted in a manner that is consistent with the requirements of Section 409A. For these purposes, each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment.” Notwithstanding the foregoing, the Company intends makes no representations that all the payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of with Section 409A and in no event will the Company, its divisions and affiliates nor their respective directors, officers, employees or advisers be liable for all or any portion of the Code any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A. If this Agreement (or any portion thereof) is subject to Section 409A and any guidance promulgated under amount subject to Section 409A becomes payable as a result of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a your “separation from service” within the meaning of (as defined under Section 409A. If, 409A) and at the such time of the Executive’s termination of employment, the Executive is you are a “specified employee” within (as defined under Section 409A), payment of such amount shall be delayed and shall be paid (without interest) on the meaning first day of the seventh calendar month following the date of your “separation from service.” Further, in the event that the period of time given to consider a release agreement spans two years, to the extent a payment is subject to the execution of the release and to Section 409A, then the payment may not be made earlier than January 1 of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.second year.

Section 409A. The Company intends that all payments and benefits provided under this This Agreement or otherwise are exempt from, or is intended to comply with, with the requirements of Section 409A of the Code and Code. In the event that any guidance promulgated under provision of Agreement or any other agreement or award referenced herein is mutually agreed by the parties to be in violation of Section 409A of the Code, the parties shall cooperate reasonably to attempt to amend or modify this Agreement (or other agreement or award) in order to avoid a violation of Section 409A of the Code (collectively, “Section 409A”) so that none while attempting to preserve the economic intent of the payments or benefits will be subject applicable provision. Notwithstanding anything contained herein to the additional tax imposed under Section 409Acontrary, and the Executive shall not be considered to have terminated employment with the Company for purposes of any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, payments under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that which are considered deferred compensation under subject to Section 409A (together, of the “Deferred Payments”) will be paid or otherwise provided Code until the Executive has would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. If409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, at to the time extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Executive and the Company during the six-month period immediately following the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will separation from shall instead be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or business day after the date that is 6 months and 1 day six following the Executive’s termination separation from service (or, if earlier, the Executive’s date of employmentdeath). The Company reserves To the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision extent required to avoid the imposition of the an accelerated or additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior of the Code, amounts reimbursable to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable Executive under this Agreement is intended shall be paid to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. Executive is advised to seek tax advice and agrees to assume such personal tax liability as may be incurred under this Agreement. Neither the Company Group reimbursenor its directors, indemnifyofficers, employees or hold harmless the Executive advisers shall be held liable for any taxes, interest, penalties and interest that may be imposed, or other costs that may be incurred, monetary amounts owed by Executive as a result of the application of Section 409A.409A of the Code. For purposes of this Section 10, Section 409A of the Code shall include all regulations and guidance promulgated thereunder.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or Plan is intended to comply with, the requirements of with Section 409A of the Code or an exemption thereunder and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will shall be subject to the additional tax imposed under Section 409A, construed and any ambiguities in this Agreement will be interpreted administered in accordance with this intentSection 409A. Notwithstanding any other provision of the Plan, payments provided under the Plan may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. No payment Any payments under the Plan that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or benefits as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Any payments to be paid to made under the Plan upon the termination of an Eligible Executive, ’s employment shall only be made if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has such termination of employment constitutes a “separation from service” within the meaning of under Section 409A. If, at Each installment payment under the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement Plan is intended to constitute be a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2409A. Notwithstanding any provision in the Plan to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if an Eligible Executive’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of such Eligible Executive’s death or (ii) the date that is six months after such Eligible Executive’s Date of Termination (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to such Eligible Executive (or such Eligible Executive’s estate, if applicable) until the Section 409A Payment Date. In Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under the Plan are exempt from, or compliant with, Section 409A and in no event will any member of shall the Company Group reimburse, indemnify, or hold harmless the Executive any of its Affiliates be liable for all or any portion of any taxes, penalties and penalties, interest or other expenses that may be imposed, or other costs that may be incurred, as a result incurred by any Eligible Executive on account of non-compliance with Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any formal guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. To the extent necessary to comply with Section 409A, references to the termination of Executive’s employment or similar terms will be considered references to the Executive’s separation from service within the meaning of Section 409A. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group have any responsibility, liability or obligation to reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends intent of the parties is that all payments and benefits provided under this Agreement or otherwise comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are exempt from, or comply with, the requirements of subject to Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has incurred a “separation from service” from the Company within the meaning of Section 409A. If, at the time 409A of the Executive’s termination of employment, the Executive is Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a “specified employee” within the meaning separate identified payment for purposes of Section 409A, then the payment 409A of the Deferred Payments will be delayed Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent necessary required in order to avoid the imposition accelerated taxation and/or tax penalties under Section 409A of the additional tax imposed under Section 409ACode, which generally means amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the Executive will receive payment six-month period immediately following an Executive’s separation from service shall instead be paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 day following the Executive’s termination separation from service (or, if earlier, the Executive’s date of employmentdeath). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to the Executive under the Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company reserves makes no representation that any or all of the right to amend payments described in this Agreement as it considers necessary will be exempt from or advisable, in its sole discretion and without the consent comply with Section 409A of the Executive or Code from applying to any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each such payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends intent of the parties is that all payments and benefits provided under this Agreement comply with, or otherwise are be exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Internal Revenue Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409Aextent subject thereto, and any ambiguities in accordingly, to the maximum extent permitted, this Agreement will shall be interpreted in accordance with this intent. No payment or benefits and administered to be paid in compliance therewith. Notwithstanding anything contained herein to the Executivecontrary, if any, Executive will not be considered to have terminated employment with the Company for purposes of any payments under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under subject to Section 409A (together, the “Deferred Payments”) will until Executive would be paid or otherwise provided until the Executive has considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is Each amount to be paid or benefit to be provided under this Agreement shall be construed as a “specified employee” within the meaning separate identified payment for purposes of Section 409A409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, then the payment of the Deferred Payments will be delayed to the extent necessary required in order to avoid the imposition of the additional accelerated taxation and/or tax imposed penalties under Section 409A, which generally means amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between Executive and the Executive will receive payment Company during the six-month period immediately following Executive’s separation from service shall instead be paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 following Executive’s separation from service (or, if earlier, Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive’s termination of employment) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company reserves makes no representation that any or all of the right to amend payments described in this Agreement as it considers necessary will be exempt from or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or and makes no undertaking to otherwise avoid income recognition under preclude Section 409A prior from applying to the actual payment of any benefits or imposition of any additional tax. Each such payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements Executive mutually desire to avoid imposition of Section 409A of the Code and any guidance promulgated an excise tax under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive409A. Accordingly, if any, any provision provided herein results in the imposition of an excise tax under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning provisions of Section 409A, then the payment parties agree to fully cooperate in good faith and take appropriate reasonable actions to amend and/or operate the Agreement to avoid any such imposition as Executive and the Company determine is appropriate to comply with Section 409A. Notwithstanding any provision of this Agreement to the Deferred Payments contrary, the parties agree that any benefit or benefits under this Agreement that the Company determines are subject to the suspension period under Code Section 409A(a)(2)(B) shall not be paid or commence until a date following six months after Executive’s Covered Termination date, or if earlier, Executive’s death. All reimbursements and in-kind benefits provided pursuant to this Agreement shall be made in accordance with Treasury Regulations Section 1.409A-3(i)(1)(iv) such that any reimbursements or in-kind benefits will be delayed deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, (a) the extent necessary amounts reimbursed and in-kind benefits under this Agreement, other than with respect to avoid the imposition of the additional tax imposed medical benefits provided under Section 409A2(d), which generally means that during Executive’s taxable year may not affect the Executive will receive payment on amounts reimbursed or in-kind benefits provided in any other taxable year, (b) the first payroll date that occurs reimbursement of an eligible expense shall be made on or after before the date that is 6 months and 1 last day of Executive’s taxable year following the Executive’s termination of employment. The Company reserves taxable year in which the expense was incurred, and (c) the right to amend this Agreement as it considers necessary reimbursement or advisable, in its sole discretion and without the consent of the Executive an in-kind benefit is not subject to liquidation or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment exchange for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.another benefit.

Section 409A. The Company intends intent of the parties is that all payments and benefits provided under this Agreement or otherwise are either be exempt from, from or comply with, the requirements of with Section 409A of the Code Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent any guidance promulgated payments or benefits payable under this Agreement on account of Executive’s termination of employment constitute a deferral of compensation subject to Section 409A of the Code (collectivelyCode, “Section 409A”) so that none of the payments or benefits will Executive shall not be subject considered to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided have terminated employment until the Executive has incurred a “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h) (which shall be interpreted by (i) using “49 percent” in lieu of “20 percent” for purposes § 1.409A-1(h)(1)(ii), and (ii) using “50 percent in lieu of “80 percent” for purposes of §1.409A-1(h)(3)). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A. If, at the time 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent any payments or benefits payable under this Agreement on account of Executive’s termination of employment, employment constitute a deferral of compensation subject to Section 409A of the Code and Executive is a “specified employee” within the meaning of Section 409A, then the payment 409A of the Deferred Payments will Code at the time of his separation from service, any amounts that would otherwise be delayed payable and benefits that would otherwise be provided pursuant to this Agreement during the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment six-month period immediately following an Executive’s separation from service shall instead be paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 following Executive’s separation from service (or, if earlier, Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive’s termination ) during one year may not affect amounts reimbursable or provided in any subsequent year and the right to reimbursement of employmentin-kind benefits provided under this Agreement shall not be subject to liquidation or exchange for another benefit. The Company reserves makes no representation that any or all of the right to amend payments described in this Agreement as it considers necessary will be exempt from or advisable, in its sole discretion and without the consent comply with Section 409A of the Executive or any other individual, Code and makes no undertaking to comply with any provision required to avoid the imposition preclude Section 409A of the additional tax imposed under Section 409A or Code from applying to otherwise avoid income recognition under Section 409A prior to any such payment made in accordance with the actual payment provisions of any benefits or imposition of any additional taxthis Agreement. Each payment, installment, and benefit payable under this ▇▇▇▇▇▇▇ ▇. ▇▇ 12 Employment Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2(Effective 1/1/16). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A 409 A of the Code (collectively, “"Section 409A”") so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “"Deferred Payments”") will be paid or otherwise provided until the Executive has a “"separation from service” " within the meaning of Section 409A. If, at the time of the Executive’s 's termination of employment, the Executive is a “"specified employee” " within the meaning of Section 409A409 A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s 's termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group have any liability or obligation to reimburse, indemnify, indemnify or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, on the Executive as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A 409 A or to otherwise avoid income recognition under Section 409A 409 A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends and the Employer intend that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless reimburse the Executive for any taxes, penalties and interest taxes that may be imposed, or other costs that may be incurred, imposed on the Executive as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employmentemployment (or, if earlier, the date of the Executive’s death). Notwithstanding any other provision in this Agreement, each Deferred Payment which is conditioned upon Executive’s execution of the Release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of may only be made upon an event and in a manner that complies with Section 409A of the Code and any guidance promulgated or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A of the Code (collectively, “either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A”) so that none of the payments or benefits will be subject 409A to the additional tax imposed under maximum extent possible. For purposes of Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No each installment payment or benefits to be paid to the Executive, if any, provided under this Agreement or otherwise, when considered together with any other severance shall be treated as a separate payment. Any payments or separation benefits that are considered deferred compensation to be made under Section 409A (together, the “Deferred Payments”) will this Agreement upon a termination of employment shall only be paid or otherwise provided until the Executive has made upon a “separation from service” within the meaning of under Section 409A. IfNotwithstanding any other provision of this Agreement, at if any payment or benefit provided to the time of the Executive’s Executive in connection with his termination of employment, the Executive employment is a determined to constitute “specified employeenonqualified deferred compensation” within the meaning of Section 409A409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then the such payment of the Deferred Payments will or benefit shall not be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on paid until the first payroll date that occurs to occur following the six-month anniversary of the Termination Date (the “Specified Employee Payment Date”) or, if earlier, on or after the date that is 6 months and 1 day following the Executive’s termination of employmentdeath. The Company reserves aggregate of any payments that would otherwise have been paid before the right Specified Employee Payment Date shall be paid to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or in a lump sum on the Specified Employee Payment Date and thereafter, any other individual, to comply remaining payments shall be paid without delay in accordance with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.their original schedule.

Section 409A. The Company intends that all payments and benefits provided under this This Agreement or otherwise are exempt from, or is intended to comply with, with the applicable requirements of Section section 409A of the Code and any its corresponding regulations and related guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will ), and shall be subject administered in accordance with Section 409A to the additional tax imposed extent Section 409A applies to this Agreement. Notwithstanding anything in this Agreement to the contrary, payment of any Performance Bonuses under this Agreement can only be made in a manner and upon an event permitted by Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intentto the extent applicable. No payment or benefits All payments to be paid to the Executive, if any, made upon a termination of employment under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will may only be paid or otherwise provided until the Executive has made upon a “separation from service” within the meaning of under Section 409A. If, at the time For purposes of the Executive’s termination limitations on nonqualified deferred compensation under Section 409A, each payment of employmentcompensation under this Agreement shall be treated as a separate payment of compensation. Notwithstanding anything in this Agreement to the contrary, the Executive if Employee is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed a publicly traded corporation under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual and if payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable amount under this Agreement is intended required to constitute be delayed for a separate period of six months after Separation from Service pursuant to Section 409A, payment for purposes of U.S. Treasury Regulation such amount shall be delayed as required by Section 1.409A-2(b)(2409A, and the accumulated postponed amount shall be paid in a lump sum payment within ten days after the end of the six-month period (or within 60 days after death, if earlier). In no event will any member may Employee, directly or indirectly, designate the calendar year of a payment. No action or failure to act pursuant to this Section 12 shall subject the Company Group reimburseor any Affiliate thereof to any claim, indemnifyliability, or hold harmless expense, and neither the Executive for Company nor any taxes, penalties and interest that may be imposed, Affiliate thereof shall have any obligation to indemnify or other costs that may be incurred, as a result of otherwise protect Employee from the obligation to pay any taxes pursuant to Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “"Section 409A”") so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “"Deferred Payments”") will be paid or otherwise provided until the Executive has a “"separation from service” " within the meaning of Section 409A. If, at the time of the Executive’s 's termination of employment, the Executive is a “"specified employee” " within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s 's termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends This Section 15(b) applies only if the Executive is a U.S. taxpayer for U.S. income tax purposes. It is intended that all payments and benefits provided any amounts payable to the Executive under this Agreement or otherwise are will be exempt from, or comply with, from the requirements provisions of Section 409A of the Internal Revenue Code of 1986 and any guidance promulgated under Section 409A of the Code regulations issued thereunder (collectively, “Section 409A”) so ). Nevertheless, if and to the extent that none of a payment under the payments or benefits will Agreement is deemed to be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (togethera “Covered Payment”), then, for the “Deferred Payments”purposes of the Agreement and Section 409A: (i) Each Covered Payment will be paid treated as a separate payment under Section 409A. (ii) The term “termination of employment” or otherwise provided until the Executive has words of like import shall be deemed to mean a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, 409A. (iii) If the Executive is treated as a “specified employee” within the meaning of Section 409A409A at the time of the termination of the Executive’s employment, then the payment any Covered Payment that would otherwise be due within six months after such termination of the Deferred Payments employment will be delayed until the first business day of the seventh month following the date of termination or, if earlier, the date of the Executive’s death, to the extent necessary such delay is required by Section 409A. On the delayed payment date, the Executive (or, if applicable, the deceased Executive’s estate) will receive a catch-up payment equal to avoid the imposition aggregate amount of the additional tax imposed under Section 409ACovered Payments that were delayed pursuant to the preceding sentence. (iv) Notwithstanding the foregoing, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installmentshall be solely responsible for, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, shall have no liability for or hold harmless the Executive for with respect to any taxes, acceleration of taxes, interest or penalties and interest that may be imposed, or other costs that may be incurred, as a result of arising under Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise letter are exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance or regulations promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted in accordance with this intentto so comply. No payment or benefits to be paid to the Executiveyou, if any, under pursuant to this Agreement letter or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has you have a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s your termination of employment, the Executive is you are a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive you will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of your employment. The Company reserves the right to amend this Agreement letter as it considers deems necessary or advisable, in its sole discretion and without the consent of the Executive or any other individualyour consent, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A the Code or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. In no event will the Company reimburse you for any taxes that may be imposed on you as a result of Section 409A. Each payment, installment, payment and benefit payable under this Agreement hereunder is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member ) of the Company Group reimburseTreasury Regulations. All expense reimbursements made pursuant to this letter agreement shall, indemnifyin all cases, or hold harmless be made within sixty days of the Executive applicable request for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.reimbursement.

Section 409A. The Company intends that all parties intend for the payments and benefits provided under this Agreement or otherwise are to be exempt from, or comply with, the requirements of from Section 409A of the Code or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and any guidance promulgated intend that this Agreement shall be construed and administered in accordance with such intention. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code Code, (collectively, “Section 409A”i) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to no amounts shall be paid to the Executive, if any, Executive under Section 8 of this Agreement or otherwise, when until Executive would be considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has to have incurred a “separation from service” from the Company within the meaning of Section 409A. If, at the time 409A of the Code, (ii) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will separation from service shall instead be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or business day after the date that is 6 six (6) months and 1 day following the Executive’s termination of employment. The Company reserves the right separation from service (or death, if earlier), (iii) each amount to amend this Agreement as it considers necessary be paid or advisable, in its sole discretion and without the consent of the Executive or any other individual, benefit to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable be provided under this Agreement is intended to constitute shall be construed as a separate separately identified payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member 409A of the Company Group reimburseCode, indemnify, (iv) any payments that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise and (v) amounts reimbursable to Executive under this Agreement shall be paid to Executive on or hold harmless before the Executive last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any taxes, penalties and interest that one (1) year may be imposed, not effect amounts reimbursable or other costs that may be incurred, as a result of Section 409A.provided in any subsequent year.

Section 409A. The Company intends that all payments and benefits provided under To the extent applicable, this Agreement or otherwise are exempt from, or comply with, the requirements of shall be interpreted in accordance with Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject Internal Revenue Code (the “Code”). Notwithstanding any provision of the Agreement to the additional tax imposed under Section 409Acontrary, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”i) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. Ifif, at the time of the Executive’s termination of employmentemployment with the Company, the Executive is a “specified employee” within as defined in Section 409A and the meaning 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 Executive) until the Deferred Payments will be delayed date that is six months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the extent necessary to avoid the imposition application of the an accelerated or additional tax imposed under Section 409A, which generally means the Company may (a) adopt such amendments to the Agreement, including amendments with retroactive effect, that the Executive will receive payment on Company determines necessary or appropriate to preserve the first payroll date that occurs on intended tax treatment of the benefits provided by the Agreement and/or (b) take such other actions as the Company determines necessary or appropriate to comply with the requirements of Section 409A. Any amounts which would have been paid or provided but for the application of the six (6) month deferral under this Section 10, shall be accumulated and paid promptly after the date that is 6 months and 1 day following end of the Executive’s termination of employmentsix (6) month deferral period. The Company reserves shall consult with Executive in good faith regarding the right to amend implementation of this Agreement as it considers necessary or advisable, in its sole discretion and without the consent Section 10; provided that none of the Executive Company, any of its Affiliates, or any other individual, of their employees or representatives shall have any liability to comply Executive with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.respect thereto.

Section 409A. The Company intends parties hereby agree that all the payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will intended to not be subject to the additional tax imposed under provided by Section 409A, and this Agreement shall be interpreted, construed, and administered consistent with such intent. Each payment made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. Notwithstanding any ambiguities provision in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executivecontrary, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within (as such term is defined in Section 409A and as determined by the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed Company in accordance with any method permitted under Section 409A, which generally means that the Executive will receive ) and any payment on the first payroll date that occurs on or after the date that is 6 months benefit provided for herein would be subject to additional taxes and 1 day following the interest under Section 409A if Executive’s termination receipt of employmentsuch payment or benefit is not delayed until the Section 409A Payment Date, then such payment or benefit shall not be provided to Executive (or Executive’s estate, if applicable) until the Section 409A Payment Date. The Company reserves To the extent any expense reimbursement or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise) (i) the right to amend this Agreement as it considers necessary reimbursement or advisablein-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of any such 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 its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installmenttaxable year, and benefit payable under this Agreement is intended to constitute a separate payment for purposes (iii) such payments shall be made on or before the last day of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of Executive’s taxable year following the Company Group reimburse, indemnify, or hold harmless taxable year in which the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.expense occurred.

Section 409A. The This Retirement Date Separation Agreement and General Release is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Retirement Date Separation Agreement and General Release, payments provided under this Retirement Date Separation Agreement and General Release may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Retirement Date Separation Agreement and General Release that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, as a short-term deferral, or as a settlement payment pursuant to a bona fide legal dispute shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, any installment payments provided under this Retirement Date Separation Agreement and General Release shall each be treated as a separate payment. Any payments to be made under this Retirement Date Separation Agreement and General Release upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company intends makes no representations that all the payments and benefits provided under this Retirement Date Separation Agreement or otherwise are exempt from, or and General Release comply with, the requirements of with Section 409A of and in no event shall the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will Company be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive liable for all or any other individual, to comply with any provision required to avoid the imposition portion of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest penalties, interest, or other expenses that may be imposed, or other costs that may be incurred, as a result incurred by Executive on account of non-compliance with Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “"Section 409A”") so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “"Deferred Payments”") will be paid or otherwise provided until the Executive has a “"separation from service” " within the meaning of Section 409A. If, at the time of the Executive’s 's termination of employment, the Executive is a “"specified employee” " within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s 's termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2l.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code (as defined below) and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company VIZIO Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends intent of the parties is that all payments and benefits provided under this Agreement or otherwise are either be exempt from, from or comply with, the requirements of with Section 409A of the Code Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent any guidance promulgated payments or benefits payable under this Agreement on account of Executive’s termination of employment constitute a deferral of compensation subject to Section 409A of the Code (collectivelyCode, “Section 409A”) so that none of the payments or benefits will Executive shall not be subject considered to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided have terminated employment until the Executive has incurred a “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h) (which shall be interpreted by (i) using “49 percent” in lieu of “20 percent” for purposes § 1.409A-1(h)(1)(ii), and (ii) using “50 percent in lieu of “80 percent” for purposes of §1.409A-1(h)(3)). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A. If, at the time 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent any payments or benefits payable under this Agreement on account of Executive’s termination of employment, employment constitute a deferral of compensation subject to Section 409A of the Code and Executive is a “specified employee” within the meaning of Section 409A, then the payment 409A of the Deferred Payments will Code at the time of his separation from service, any amounts that would otherwise be delayed payable and benefits that would otherwise be provided pursuant to this Agreement during the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment six-month period immediately following an Executive’s separation from service shall instead be paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 following Executive’s separation from service (or, if earlier, Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive’s termination ) during one year may not affect amounts reimbursable or provided in any subsequent year and the right to reimbursement of employmentin- kind benefits provided under this Agreement shall not be subject to liquidation or exchange for another benefit. The Company reserves makes no representation that any or all of the right to amend payments described in this Agreement as it considers necessary will be exempt from, or advisablecomply with, in its sole discretion and without the consent Section 409A of the Executive or any other individual, Code and makes no undertaking to comply with any provision required to avoid the imposition preclude Section 409A of the additional tax imposed under Section 409A or Code from applying to otherwise avoid income recognition under Section 409A prior to any such payment made in accordance with the actual payment provisions of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.Agreement.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. Notwithstanding any other provision in this Agreement, each Deferred Payment which is conditioned upon Executive’s execution of the Release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its their sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. 4.12.1 The Company intends that all severance payments and benefits provided made under this Employment Agreement comply with, or otherwise are be exempt from, or comply with, the requirements of Section 409A of the Code and the regulations and other guidance thereunder and any guidance promulgated under Section 409A state law of the Code similar effect (collectively, collectively “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted to so comply or be exempt. 4.12.2 Notwithstanding anything to the contrary in accordance with this intent. No payment Employment Agreement, no severance pay or benefits to be paid or provided to the Executive, if any, under pursuant to this Employment Agreement or otherwisethat, when considered together with any other severance payments or separation benefits that benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. IfFurther, if, at the time of the Executive’s termination of employmentseparation from service, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the such Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the earlier of (i) date that is 6 six (6) months and 1 one (1) day following the Executive’s termination separation from service or (ii) the date of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisableExecutive’s death, in its sole discretion and without each case with such first payment including any amounts Executive would have received had payments commenced on the consent date of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional taxExecutive’s separation from service. Each payment, installment, payment and benefit payable under this Employment Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2)) of the Treasury Regulations. In no event event, will any member of the Company Group reimburse, indemnify, or hold harmless the reimburse Executive for any taxes, penalties and interest taxes that may be imposed, or other costs that may be incurred, imposed on Executive as a result of Section 409A. 4.12.3 Executive shall receive severance benefits only if Executive (a) executes and returns to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from service, and (b) does not revoke, within a seven (7) day period following such execution or such other time period required by applicable law, a Release, and permits such Release to become effective and irrevocable in accordance with its terms (the end of the maximum revocation period following the latest permitted date, the “Release Deadline”). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the separation agreement could become effective in the calendar year following the calendar year in which Executive separates from service, the separation agreement will not be deemed effective any earlier than the Release Deadline. None of the severance benefits will be paid or otherwise delivered prior to such Release being effective and irrevocable. Subject to any payment delay necessary to comply with Section 409A, your severance payments shall commence on the first payroll date following the effectiveness of the Release, with the first payment including any amounts Executive would have received had payments commenced on the date of Executive’s separation from service. 4.12.4 If you die before all amounts have been paid, such unpaid amounts will be paid to your designated beneficiary, if living, or otherwise to your personal representative in accordance with the original payment schedule.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code (as defined below) and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends Notwithstanding any of the foregoing, it is intended that all payments and benefits provided under this Agreement comply with, or otherwise are be exempt from, or comply with, the requirements provisions of Section 409A of the Code and any guidance promulgated that this Award not result in unfavorable tax consequences to the Participant under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Code. This Agreement will be administered and interpreted in accordance a manner consistent with this such intent. No payment or benefits to be paid Notwithstanding anything contained herein to the Executivecontrary, if anyto the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have terminated employment with Company for purposes of this Agreement and no payments shall be due to him or her under this Agreement which are payable upon his or otherwise, when her termination of employment until he or she would be considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has to have incurred a “separation from service” from the Company within the meaning of Section 409A. If, at the time 409A of the Executive’s termination Code. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of employmentthe Code, the Executive is amounts that would otherwise be payable and benefits that would otherwise be provided to a “specified employee” pursuant to this Agreement during the six-month period immediately following the Participant’s termination of employment shall instead be paid within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on 30 days following the first payroll date that occurs on or business day after the date that is 6 six months and 1 day following the Executive’s his or her termination of employmentemployment (or upon his death, if earlier). The Company reserves In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the right Participant pursuant to amend this Agreement shall be construed as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate identified payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member 409A of the Code. Notwithstanding any of the foregoing to the contrary, the Company Group reimburseand its respective officers, indemnifydirectors, employees, or hold harmless agents make no guarantee that the Executive for any taxes, penalties and interest that may be imposedterms of this Agreement as written comply with, or other costs that may be incurredare exempt from, as a result the provisions of Section 409A.409A of the Code, and none of the foregoing shall have any liability for the failure of the terms of this Agreement as written to comply with, or be exempt from, the provisions of Section 409A of the Code.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted in accordance with this intent. No payment or benefits to be paid to the ExecutiveEmployee, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive Employee has a “separation from service” within the meaning of Section 409A. If, at the time of the ExecutiveEmployee’s termination of employment, the Executive Employee is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive Employee will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s his or her termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will the Company or any member subsidiary of the Company Group reimburse, indemnify, or hold harmless the Executive reimburse any Employee for any taxes, penalties and interest taxes that may be imposedimposed on him or her, or other costs that may be incurred, including as a result of Section 409A.

Section 409A. The 14.1. It is the intention of the Company intends that all payments and benefits provided under this Agreement shall be made and provided in a manner that is either exempt from or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject intended to the additional tax imposed avoid taxation under Section 409A, and any ambiguities to the extent applicable. Any ambiguity in this Agreement will shall be interpreted in accordance to comply with the above. The Executive acknowledges that the Company has made no representations as to the treatment of the compensation and benefits provided hereunder and the Executive has been advised to obtain his own tax advice. 14.2. Each amount or benefit payable pursuant to this intentAgreement shall be deemed a separate payment for purposes of Section 409A. 14.3. No payment or benefits to be paid For all purposes under this Agreement, any iteration of the word “termination” (e.g., “terminated”) with respect to the Executive’s employment, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has shall mean a “separation from service” service within the meaning of Section 409A. If409A. 14.4. Notwithstanding anything in this Agreement to the contrary, in the event the stock of the Company is publicly traded on an established securities market or otherwise and the Executive is a “specified employee” (as determined under the Company’s administrative procedure for such determinations, in accordance with Section 409A) at the time of the Executive’s termination of employment, any payments under this Agreement that are deemed to be deferred compensation subject to Section 409A shall not be paid or begin payment until the Executive is a “specified employee” within earlier of (i) the meaning Executive’s death or (ii) the first payroll date following the six (6) month anniversary of Section 409A, then the Executive’s date of termination of employment. If the payment of the Deferred Payments will be any amounts under this Agreement are delayed to the extent necessary to avoid the imposition as a result of the additional tax imposed under Section 409Aprevious sentence, which generally means that the Executive will receive payment on the first payroll date following the end of the six (6) month period, the Company shall pay the Executive a lump-sum amount equal to the cumulative amounts that occurs would have otherwise been previously paid to the Executive under this Agreement during such six (6) month period, plus accrued interest on or after such cumulative amounts at a per annum rate of interest equal to the date that is 6 months and 1 day following prime rate for large banks, as published in the Wall Street Journal on the Executive’s date of termination, for the period beginning on (and including) the date of termination through (and excluding) the date of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends that This Agreement shall at all payments times be interpreted and benefits provided under this Agreement or otherwise are exempt fromoperated in compliance with, or comply withmeet an exemption from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and any the standards, regulations or other guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so ). Any action that none of the payments or benefits will may be subject taken (and, to the additional tax imposed under extent possible, any action actually taken) by the Company shall not be taken (or shall be void and without effect), if such action violates the requirements of Section 409A, and any ambiguities 409A. Any provision in this Agreement will that is determined to violate the requirements of Section 409A shall be interpreted void and without effect. In addition, any provision that is required to appear in this Agreement in accordance with this intent. No payment or benefits Section 409A that is not expressly set forth herein shall be deemed to be paid set forth herein, and the Agreement shall be administered in all respects as if such provision were expressly set forth. The Company shall delay the commencement of any delivery of Shares that are payable to the Executive, Grantee upon his separation from service if any, under this Agreement or otherwise, when considered together the Grantee is a “key employee” of the Company (as determined by the Company in accordance with any other severance payments or separation benefits procedures established by the Company that are considered deferred compensation consistent with Section 409A) to the date which is immediately following the earlier of (i) six months after the date of the Grantee’s separation from service or (ii) the Grantee’s death, to the extent such delay is required under the provisions of Section 409A to avoid imposition of additional income and other taxes, provided that the Company and the Grantee agree to take into account any exemptions available under Section 409A (together409A. For purposes of this Agreement, termination of employment or Termination of Service shall be construed consistent with the “Deferred Payments”) will be paid or otherwise provided until the Executive has meaning of a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this This Agreement or otherwise are exempt from, or is intended to comply with, with the requirements of Section 409A of the Code and Code. In the event that any guidance promulgated under provision of Agreement or any other agreement or award referenced herein is mutually agreed by the parties to be in violation of Section 409A of the Code, the parties shall cooperate reasonably to attempt to amend or modify this Agreement (or other agreement or award) in order to avoid a violation of Section 409A of the Code (collectively, “Section 409A”) so that none while attempting to preserve the economic intent of the payments or benefits will be subject applicable provision. Notwithstanding anything contained herein to the additional tax imposed under Section 409Acontrary, and the Executive shall not be considered to have terminated employment with the Company for purposes of any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, payments under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that which are considered deferred compensation under subject to Section 409A (together, of the “Deferred Payments”) will be paid or otherwise provided Code until the Executive has would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. If409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code, at Without limiting the time foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Executive and the Company during the six-month period immediately following the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will separation from shall instead be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or business day after the date that is 6 months and 1 day six following the Executive’s termination separation from service (or, if earlier, the Executive’s date of employmentdeath). The Company reserves To the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision extent required to avoid the imposition of the an accelerated or additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior of the Code, amounts reimbursable to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable Executive under this Agreement is intended shall be paid to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. Executive is advised to seek tax advice and agrees to assume such personal tax liability as may be incurred under this Agreement. Neither the Company Group reimbursenor its directors, indemnifyofficers, employees or hold harmless the Executive advisers shall be held liable for any taxes, interest, penalties and interest that may be imposed, or other costs that may be incurred, monetary amounts owed by Executive as a result of the application of Section 409A.409A of the Code. For purposes of this Section 10, Section 409A of the Code shall include all regulations and guidance promulgated thereunder.

Section 409A. The Company intends that all payments and benefits provided Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, (i) no amounts shall be paid to Executive under Section 8 of this Agreement or otherwise are exempt from, or comply with, until Executive would be considered to have incurred a separation from service from the requirements Company within the meaning of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409ACode, and any ambiguities in (ii) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement will be interpreted in accordance with this intent. No payment or benefits to during the six-month period immediately following Executive’s separation from service shall instead be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or business day after the date that is 6 six months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary separation from service (or advisabledeath, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional taxif earlier). Each paymentamount to be paid or benefit to be provided to Executive pursuant to this Agreement, installmentwhich constitutes deferred compensation subject to Section 409A, and benefit payable under this Agreement is intended to constitute shall be construed as a separate identified payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member 409A. To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the Company Group reimbursetaxable year of Executive following the taxable year of Executive in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one taxable year of Executive may not effect amounts reimbursable or provided in any subsequent taxable year of Executive; provided, indemnifyhowever, or hold harmless the Executive that with respect to any reimbursements for any taxes which Executive would become entitled to under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the taxable year of Executive following the taxable year of Executive in which Executive remits the related taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends intent of the parties is that all payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive will not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or otherwise are any other arrangement between Executive and the Company during the six-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service (or, if earlier, Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from, from or comply with, the requirements of with Section 409A of the Code and any guidance promulgated under makes no undertaking to preclude Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject from applying to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each such payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends (i) It is intended that all any payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, with the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted in accordance with this such intent. No payment For purposes of Section 409A, each payment, installment or benefits benefit payable under this Agreement is hereby designated as a separate payment. (ii) Executive is advised to be paid consult with Executive’s own tax and legal advisors with respect to the Executiveapplication of Section 409A to this Agreement. Notwithstanding the foregoing, if anythe Company does not guarantee the tax treatment of any payments, whether pursuant to the Code or any other federal, state, local, or foreign tax law or regulation. The Executive shall be solely responsible, and neither the Company nor any of its affiliates, advisors, or agents shall have any liability, for any taxes, acceleration of taxes, interest or penalties arising under Section 409A with respect to any amounts payable under this Agreement or otherwiseany damages for failing to comply with Section 409A, when considered together with and Executive agrees not to make any other severance payments claim against the Company or separation benefits that are considered deferred compensation under Section 409A the Board, or any agent of or advisory thereto, related to tax liabilities arising from his or her compensation. (together, the “Deferred Payments”iii) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the any time of the Executive’s termination of employmentExecutive becomes entitled to payments, the Executive is a “specified employee” within the meaning of (as defined under and determined in accordance with Section 409A), then the no payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed considered deferred compensation under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit that is payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Executive’s separation from service (as defined under and determined in accordance with Section 409A.409A), shall be paid to Executive until the business day that is at least six (6) months following Executive’s separation from service (except in the event of Executive’s death during such six (6)-month period) if and to the extent such delay is required under Section 409A. Any such payment that would otherwise have been paid to Executive during this six (6)-month period shall instead be aggregated and paid to Executive in a lump sum, such payment to be made on the business day that is at least six

Section 409A. The Company intends that all payments and benefits provided under this CPAM: 6174066.1 (a) This Agreement or otherwise are is intended to be exempt from, or comply with, the requirements of from Section 409A of the Code and any the regulations and other guidance promulgated under Section 409A of the Code related thereto (collectively, “Section 409A”) so that none of the payments or benefits will be subject and, to the additional tax imposed under Section 409Amaximum extent permitted, and any ambiguities in this Agreement will be interpreted in accordance with such intention. Notwithstanding any other provision of this intent. No payment or benefits to be paid Agreement to the Executivecontrary, if any, the Company makes no representation that the Plan or any amounts payable under this Agreement will be exempt from or otherwise, when considered together comply with Section 409A and makes no undertaking to preclude Section 409A from applying to this Agreement. (b) To the extent that any other severance payments amount payable under this Agreement constitutes an amount payable or separation benefits that are considered benefit to be provided under a "nonqualified deferred compensation plan" (as defined in Section 409A) that is not exempt from Section 409A, and such amount is payable as a result of a Separation from Service and you are a "specified employee" (as defined and determined under Section 409A and any relevant procedures that the Company may establish) at the time of your Separation from Service, then, notwithstanding any other provision in this Agreement to the contrary, such payment or delivery of shares will not be made to you until the day after the date that is six (together6) months following your Separation from Service, the “Deferred Payments”) at which time all payments that otherwise would have been paid to you under this Agreement during that six-month period, but were not paid because of this paragraph, will be paid or otherwise provided until in a single lump sum. This six-month delay will cease to be applicable in the Executive has a event of your death. (c) For purposes of this Agreement, “separation Separation from serviceService” will have the meaning set forth in Section 409A and all references to termination of membership on the Board and similar references will be deemed to be references to “Separation from Service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends intent of the Parties is that all payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code until Executive would be considered to have incurred a “separation from service” from the Company Group within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between Executive and the Company Group during the six-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service (or, if earlier, Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. If any payments under this Agreement could commence or be made in more than one taxable year based on when Executive executes the Release, then to the extent required to avoid the imposition of tax under Section 409A of the Code, any such amounts that otherwise are would have been paid in such first taxable year instead shall be paid on the first payroll day in the second of such two taxable years (with any remaining payments to be made as if no such delay had occurred). The Company makes no representation that any or all of the payments described in this Agreement shall be exempt from, from or comply with, the requirements of with Section 409A of the Code and any guidance promulgated under makes no undertaking to preclude Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject from applying to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each such payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends parties agree that all payments the amounts and benefits provided under this Agreement benefit payable hereunder are either exempt from or otherwise are exempt from, or comply with, the requirements of compliant with Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance promulgated under Section 409A of the Code applicable Treasury regulations thereunder (collectively, “Section 409A”) so that none of the payments or benefits will be subject ), and, accordingly, to the additional tax imposed under Section 409Amaximum extent permitted, and any ambiguities in this Agreement will be interpreted in accordance with this intenttherewith. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employmentand only if, the Executive is a “specified employee” (as defined in Section 409A) and a payment or benefit provided for in this Agreement would be subject to additional tax under Section 409A if such payment or benefit is paid within six (6) months after Executive’s separation from service, then such payment or benefit shall not be paid (or commence) during the meaning six-month period immediately following Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payment or benefits that otherwise would have been made or provided during such six-month period and that would have incurred such additional tax under Section 409A shall instead be paid to Executive in a lump-sum cash payment on the first business day of the month following the expiration of six months after the Separation Date. Executive’s right to receive any 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 as permitted under Section 409A. Notwithstanding the foregoing, Cogentix does not make any representation to Executive that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Section 409A, then and Cogentix shall have no liability or other obligation to indemnify or hold harmless Executive or any beneficiary of Executive for any tax, additional tax, interest or penalties 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 action taken with respect thereto, is deemed to violate any of the requirements of Section 409A. Moreover, Executive will indemnify and hold Cogentix harmless against the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposedinterest, penalties, fines, or other liabilities or costs that may be incurredassessed by the Internal Revenue Service, as or any other taxing authority and/or any other governmental agency (whether federal, state, or local), in connection with payments under this Agreement, except for any employer share of FICA, Medicare, FUTA, or state unemployment or disability contributions which a result of Section 409A.government agency may determine is due.

Section 409A. The Company intends that all payments and benefits provided set forth in this Agreement and the Supplemental Release are intended to comply with the “short-term deferral” exception to the requirements of section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (“Section 409A”). If it is determined that Section 409A applies to any payment or benefit under this Agreement or otherwise the Supplemental Release, such payment or benefit shall be administered in accordance with Section 409A. With respect to payments under this Agreement and the Supplemental Release that are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, (a) such amounts will only be paid in a manner and any ambiguities in this Agreement will be interpreted upon an event permitted by Section 409A (including the six (6) month delay for payments made to “specified employees” (as defined in accordance with this intent. No payment or benefits to be paid to the ExecutiveSection 409A) upon termination of employment, if applicable), (b) any such amounts that are payable upon Employee’s termination of employment, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will may only be paid or otherwise provided until the Executive has made upon a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves (c) the right to amend a series of installment payments under this Agreement and the Supplemental Release shall be treated as it considers necessary a right to a series of separate payments and each payment shall be treated as a separate payment. In no event may Employee, directly or advisableindirectly, designate the calendar year of a payment and if a payment that is subject to execution of this Agreement or the Supplemental Release could be made in its sole discretion more than one taxable year, and without such payment is subject to Section 409A, payment will be made in the consent of the Executive or later taxable year. Employee will be solely responsible for any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In in no event will any member of the Company Group reimbursehave any liability with respect to any tax, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of penalty imposed under Section 409A.

Section 409A. The Company intends that all payments and benefits provided under Payments pursuant to this Agreement are intended to comply with or otherwise are be exempt from, or comply with, the requirements of from Section 409A of the Code and any accompanying regulations and other binding guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A), and any ambiguities in the provisions of this Agreement will be administered, interpreted and construed accordingly. 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. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this intentAgreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. No payment Notwithstanding any provision of this Agreement to the contrary, the Company and the Executive agree that any benefit or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that the Company determines are considered deferred compensation subject to the suspension period under Section 409A (together, 409A(a)(2)(B) of the “Deferred Payments”) will Code shall not be paid or otherwise provided commence until the Executive has a “separation from service” within first business day next following the meaning earlier of Section 409A. If, at (i) the time date that is six (6) months and one day following the date of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after (ii) the date that is 6 months and 1 day following of the Executive’s termination of employment. The Company reserves death or (iii) such earlier date as complies with the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result requirements of Section 409A.

Section 409A. The Company intends (i) It is intended that all any payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, with the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted in accordance with this such intent. No payment For purposes of Section 409A, each payment, installment or benefits benefit payable under this Agreement is hereby designated as a separate payment. (ii) Executive is advised to be paid consult with Executive’s own tax and legal advisors with respect to the Executiveapplication of Section 409A to this Agreement. Notwithstanding the foregoing, if anythe Company does not guarantee the tax treatment of any payments, whether pursuant to the Code or any other federal, state, local, or foreign tax law or regulation. The Executive shall be solely responsible, and neither the Company nor any of its affiliates, advisors, or agents shall have any liability, for any taxes, acceleration of taxes, interest or penalties arising under Section 409A with respect to any amounts payable under this Agreement or otherwiseany damages for failing to comply with Section 409A, when considered together with and Executive agrees not to make any other severance payments claim against the Company or separation benefits that are considered deferred compensation under Section 409A the Board, or any agent of or advisory thereto, related to tax liabilities arising from his compensation. (together, the “Deferred Payments”iii) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the any time of the Executive’s termination of employmentExecutive becomes entitled to payments, the Executive is a “specified employee” within the meaning of (as defined under and determined in accordance with Section 409A), then the no payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed considered deferred compensation under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit that is payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Executive’s separation from service (as defined under and determined in accordance with Section 409A.409A), shall be paid to Executive until the business day that is at least six (6) months following Executive’s separation from service (except in the event of Executive’s death during such six (6)-month period) if and to the extent such delay is required under Section 409A. Any such payment that would otherwise have been paid to Executive during this six (6)-month period shall instead be aggregated and paid to Executive in a lump sum, such payment to be made on the business day that is at least six (6) months after Executive’s separation from service. Any payments after such date shall not be affected by this provision.

Section 409A. The Company intends intent of the parties is that all payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A of the Code until Executive would be considered to have incurred a “separation from service” from the Company Group within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between Executive and the Company Group during the six-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service (or, if earlier, Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. If any payments under this Agreement could commence or be made in more than one taxable year based on when Executive executes the Release, then to the extent required to avoid the imposition of tax under Section 409A of the Code, any such amounts that otherwise are would have been paid in such first taxable year instead shall be paid on the first payroll day in the second of such two taxable years (with any remaining payments to be made as if no such delay had occurred). The Company makes no representation that any or all of the payments described in this Agreement shall be exempt from, from or comply with, the requirements of with Section 409A of the Code and any guidance promulgated under makes no undertaking to preclude Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject from applying to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each such payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A..

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(21.409A- 2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.409A. 

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise foregoing provisions are intended to be exempt from, from or comply with, with the requirements of Code Section 409A of and the Code final regulations and any official guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so that none of the payments or and benefits to be provided hereunder will be subject to the additional penalty tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted to so comply. SolarWinds agrees to work together with the Employee in accordance with this intent. No good faith to consider to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax, interest penalty or accelerated income recognition prior to actual payment or benefits to be paid to the ExecutiveEmployee under Section 409A. Notwithstanding anything to the contrary in this Agreement, no severance payments or severance benefits payable to the Employee upon termination of employment, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred PaymentsCompensation”) will be paid or otherwise provided payable until the Executive Employee has a “separation from service” within the meaning of Section 409A. IfFurther, if at the time of the ExecutiveEmployee’s termination of employment, the Executive Employee is a “specified employee” within the meaning of Section 409A, then the payment of the such Deferred Payments Compensation will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive Employee will receive payment on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the ExecutiveEmployee’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxesEmployee’s death, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.if earlier (the “Deferred Compensation Delayed Payment Date”).

Section 409A. The Company intends that all payments and benefits provided under Notwithstanding any provision of this Agreement or otherwise to the contrary, all provisions of this Agreement are exempt from, or intended to comply with, the requirements of with Section 409A of the Internal Revenue Code of 1986, as amended, and any the applicable Treasury regulations and administrative guidance promulgated under Section 409A of the Code issued thereunder (collectively, “Section 409A”) so that none of the payments or benefits will an exemption therefrom and shall be subject to the additional tax imposed under Section 409A, construed and any ambiguities in this Agreement will be interpreted administered in accordance with this such intent. No payment or benefits to be paid to the Executive, if any, Any payments under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under may be excluded from Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “either as separation pay due to an involuntary separation from service” within service or as a short-term deferral shall be excluded from Section 409A to the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning maximum extent possible. For purposes of Section 409A, then the each installment payment of the Deferred Payments will provided under this Agreement shall be delayed treated as a separate payment. Notwithstanding any provision in this Agreement to the extent necessary contrary, if any payment or benefit provided for herein would be subject to avoid the imposition of the additional tax imposed taxes and interest under Section 409A, which generally means that 409A if Executive’s receipt of such payment or benefit is not delayed until the Executive will receive payment on earlier of (i) the first payroll date that occurs on of Executive’s death or after (ii) the 14 date that is 6 six months and 1 day following after the Termination Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Executive (or Executive’s termination of employment. The Company reserves estate, if applicable) until the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to Payment Date. Notwithstanding the actual payment of any foregoing, the Company makes no representations that the payments and benefits or imposition of any additional tax. Each payment, installment, and benefit payable provided under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation are exempt from, or compliant with, Section 1.409A-2(b)(2). In 409A and in no event will any member of shall the Company Group reimburse, indemnify, or hold harmless the Executive any of its Affiliates be liable for all or any portion of any taxes, penalties and interest penalties, interest, or other expenses that may be imposed, or other costs that may be incurred, as a result incurred by Executive on account of non-compliance with Section 409A.409A. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 409A. The Company intends that all payments and benefits provided under this the Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this the Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) ), will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the any Deferred Payments that are subject to Section 409A will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination separation from service. Notwithstanding anything to the contrary above, if the accelerated vesting and/or settlement of employmentany restricted stock units or other awards under Section 3(a)(iv) would subject such awards to imposition of the additional tax imposed under Section 409A, then the shares or property subject thereto shall be distributed or paid only at the time(s) and according to the schedule on which such distributions or payments were scheduled to be made under the original terms of the applicable award agreement(s). The Company reserves the right to amend this the Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this the Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless reimburse the Executive for any taxes, penalties and interest taxes that may be imposed, or other costs that may be incurred, imposed on the Executive as a result of Section 409A.

Section 409A. The Company intends intent of the parties is that all payments and benefits provided under this Separation Agreement or otherwise are exempt from, or (and all other Company plans and agreements) comply with, the requirements of with Code Section 409A and, accordingly, to the maximum extent permitted, this Separation Agreement shall be interpreted to be in compliance therewith. Notwithstanding anything contained herein to the contrary, you shall not be considered to have terminated employment with the Company for purposes of the any payments under this Separation Agreement which are subject to Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has you have incurred a “"separation from service” " from the Company within the meaning of Code Section 409A. IfEach amount to be paid or benefit to be provided under this Separation Agreement shall be construed as a separate identified payment for purposes of Code Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, at to the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of extent required in order to avoid an accelerated or additional tax under Code Section 409A, then amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Separation Agreement (or any plans or agreements referenced herein) during the payment of the Deferred Payments will six-month period immediately following your separation from service shall instead be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or paid as soon as administratively practical after the date that is 6 six months and 1 day following your separation from service (or, if earlier, your date of death). To the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision extent required to avoid an accelerated or additional tax under Code Section 409A, amounts reimbursable to you shall be paid to you on or before the imposition last day of the additional tax imposed under Section 409A year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to you) during one year may not affect amounts reimbursable or to otherwise avoid income recognition under Section 409A prior to the actual payment of provided in any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2)subsequent year. In no event will any member of whatsoever shall the Company Group reimburse, indemnify, or hold harmless the Executive be liable for any taxesadditional tax, penalties and interest or penalty that may be imposed, imposed on you by Code Section 409A or other costs that may be incurred, as a result of damages for failing to comply with Code Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this This Agreement or otherwise are exempt from, or is intended to comply with, with the requirements of Section 409A of the Code and Code. In the event that any guidance promulgated under provision of Agreement or any other agreement or award referenced herein is mutually agreed by the parties to be in violation of Section 409A of the Code, the parties shall cooperate reasonably to attempt to amend or modify this Agreement (or other agreement or award) in order to avoid a violation of Section 409A of the Code (collectively, “Section 409A”) so that none while attempting to preserve the economic intent of the payments or benefits will be subject applicable provision. Notwithstanding anything contained herein to the additional tax imposed under Section 409Acontrary, and the Executive shall not be considered to have terminated employment with the Company for purposes of any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, payments under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that which are considered deferred compensation under subject to Section 409A (together, of the “Deferred Payments”) will be paid or otherwise provided Code until the Executive has would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. If409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, at to the time extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Executive and the Company during the six-month period immediately following the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will separation from shall instead be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 day following the Executive’s termination separation from service (or, if earlier, the Executive’s date of employmentdeath). The Company reserves To the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision extent required to avoid the imposition of the an accelerated or additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior of the Code, amounts reimbursable to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable Executive under this Agreement is intended shall be paid to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. Executive is advised to seek tax advice and agrees to assume such personal tax liability as may be incurred under this Agreement. Neither the Company Group reimbursenor its directors, indemnifyofficers, employees or hold harmless the Executive advisers shall be held liable for any taxes, interest, penalties and interest that may be imposed, or other costs that may be incurred, monetary amounts owed by Executive as a result of the application of Section 409A.409A of the Code. For purposes of this Section 10, Section 409A of the Code shall include all regulations and guidance promulgated thereunder.

Section 409A. The Company intends that all payments and benefits provided under Notwithstanding any provision of this Agreement or otherwise to the contrary, all provisions of this Agreement are exempt from, or intended to comply with, the requirements of with Section 409A of the Internal Revenue Code of 1986, as amended, and any the applicable regulations and administrative guidance promulgated under Section 409A of the Code issued thereunder (collectively, “Section 409A”) so that none of the payments or benefits will an exemption therefrom and shall be subject to the additional tax imposed under Section 409A, construed and any ambiguities in this Agreement will be interpreted administered in accordance with this such intent. No payment or benefits to be paid to the Executive, if any, Any payments under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under may be excluded from Section 409A (together, either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the “Deferred Payments”) will maximum extent possible. Any payments to be paid or otherwise provided until the Executive has made under this Agreement upon a termination of Employee’s employment shall only be made if such termination of employment constitutes a “separation from service” within the meaning of under Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed Notwithstanding any provision in this Agreement to the extent necessary contrary, if any payment or benefit provided for herein would be subject to avoid the imposition of the additional tax imposed taxes and interest under Section 409A, which generally means that 409A if Employee’s receipt of such payment or benefit is not delayed until the Executive will receive payment on earlier of (A) the first payroll date that occurs on of Employee’s death or after (B) the date that is 6 six months and 1 day following after the Executivedate of Employee’s termination of employment. The Company reserves (such date, the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under “Section 409A Payment Date”), then such payment or benefit shall not be provided to otherwise avoid income recognition under Employee (or Employee’s estate, if applicable) until the Section 409A prior to Payment Date. Notwithstanding the actual payment of any foregoing, the Company makes no representations that the payments and benefits or imposition of any additional tax. Each payment, installment, and benefit payable provided under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation are exempt from, or compliant with, Section 1.409A-2(b)(2). In 409A and in no event will any member of shall the Company Group reimburse, indemnify, be liable for all or hold harmless the Executive for any portion of any taxes, penalties and penalties, interest or other expenses that may be imposed, or other costs that may be incurred, as a result incurred by Employee on account of non-compliance with Section 409A.

Section 409A. The compensation and benefits under this Agreement are intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated and other official guidance issued thereunder (collectively, “Section 409A”), and this Agreement will be interpreted in a manner consistent with that intent. Notwithstanding the foregoing, the Company intends makes no representations that all the payments and benefits provided under this Agreement or otherwise are exempt from, from or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under with Section 409A, and in no event shall the Company be liable for all or any ambiguities portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. Each payment under this Agreement shall be designated as a “separate payment” for purposes of Section 409A. Notwithstanding anything in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executivecontrary, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employmentseparation from service with the Company, the Executive is a “specified employee” within the meaning for purposes of Section 409A, then the and any payment payable under this Agreement as a result of the Deferred Payments will such separation from service is required to be delayed by six months pursuant to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means then any such payment that would otherwise be payable before the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 expiration of six months and 1 day following the Executive’s termination of employment. The Company reserves separation from service shall be accumulated and paid on the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent first day of the Executive or any other individual, seventh month following the Executive’s separation from service with the Company. In the event that a payment representing deferred compensation subject to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or is conditioned upon the execution and non‑revocation of a release of claims and the period to otherwise avoid income recognition under Section 409A prior to execute and not revoke the actual release of claims crosses from one calendar year into the following calendar year, the payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In will be made no event will any member of earlier than the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.following calendar year.

Section 409A. The parties agree that Executive's separation from the Company intends is a "separation from service" as defined in Section1.409A-1(h)(ii) of the Treasury regulations adopted pursuant to the Internal Revenue Code of 1986, as amended (the "Code"). This Agreement is intended by the parties and shall be interpreted in a manner so that all payments any amount or benefit payable hereunder shall be paid or provided in accordance with Section 409A of the Code, and Treasury regulations thereunder. The tax treatment of the amounts or benefits provided payable pursuant to this Agreement, however, is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall be liable for any taxes, interest, penalties or other monetary amounts owed by the Executive, including but not limited to the application of Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, if, prior to payment, any amount or benefit payable under this Agreement or otherwise are Agreement, including without limitation the amounts payable in Section 2.3 hereof, is determined to constitute non-exempt from, or comply with, the requirements deferred compensation for purposes of Section 409A of the Code and any guidance promulgated under by reason of Executive's separation from service during a period in which he is a "specified employee" (as defined by Code Section 409A and the final regulations thereunder), then any such amounts that would otherwise be payable during the six-month period following Executive's separation from service will be accumulated through and paid or provided on the first day of the Code seventh month following 3 Executive's separation from service (collectivelyor, “Section 409A”) so that none of the payments or benefits will be subject if Executive dies during such period, within 30 days after Employee's death), in a lump sum amount equal to the additional tax imposed under Section 409Acumulative amount that would have otherwise been payable to Executive during such period. If, and subsequent to payment, it is determined that any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment amount or benefits to be benefit paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered constituted non-exempt deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning for purposes of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the Executive shall have sole responsibility for any and all additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest obligations that may be imposed, or other costs that may be incurred, as result from such a result of Section 409A.determination.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code (as defined below) and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if anyany such payments or benefits, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “"separation from service” " within the meaning of Section 409A. If, at the time of the Executive’s 's termination of employment, the Executive is a “specified employee” '' within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or the consent of any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2l.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, indemnify or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this Agreement Policy or otherwise are exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted in accordance with this intentto so comply. No payment or benefits to be paid to the Executiveyou, if any, under pursuant to this Agreement Policy or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has you have a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s your termination of employment, the Executive is you are a “specified employee” within the meaning of Section 409A, then 409A and the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive you will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s your termination of employment. The Company reserves the right to amend this Agreement the Policy as it considers deems necessary or advisable, in its sole discretion and without the consent of the Executive any Eligible Employee or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A the Code or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. In no event will the Company reimburse you for any taxes that may be imposed on you as a result of Section 409A. Each payment, installment, payment and benefit payable under this Agreement hereunder is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member ) of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.Treasury Regulations.

Section 409A. The Company intends that all payments and benefits provided under this Agreement are intended to comply with or otherwise are be exempt from, or comply with, the requirements of from Section 409A of the Internal Revenue Code and any the regulations and guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so that none of the payments or benefits and will be subject construed and administered in accordance with Section 409A or an applicable exemption to the additional tax imposed maximum extent possible. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to the separation pay plan exception and/or the short-term deferral exception will be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No each installment payment or benefits to be paid to the Executive, if any, provided under this Agreement or otherwise, when considered together with any other severance shall be treated as a separate payment. Any payments or separation benefits that are considered deferred compensation to be made under Section 409A (together, this Agreement shall only be made in the “Deferred Payments”) will be paid or otherwise provided until the Executive has event of a “separation from service” within the meaning of under Section 409A. If, at the time If payment of the Executive’s termination of employment, the Executive any amount subject to Section 409A is triggered by a separation from service that occurs while Employee is a “specified employee” within the meaning of (as defined by Section 409A) with, then and if such amount is scheduled to be paid within six months after such separation from service, the amount shall accrue without interest and shall be paid on the first business day after the end of such six-month period, or, if earlier, within 15 days after Employee’s death. If any payment subject to Section 409A could occur in either of two years, the payment will occur in the later year. Nothing herein shall be construed as a guarantee of any particular tax treatment. Company makes no representation that this Agreement or any payments hereunder comply with Section 409A and in no event shall the Company be liable for the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed any taxes and penalties that Employee may incur under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends that all payments and benefits provided under this This Agreement or otherwise are exempt from, or comply with, is intended to satisfy the requirements of Section 409A of the Code and any the Treasury Regulations and binding guidance promulgated under Section 409A of the Code thereunder (collectively, “Section 409A”) so that none with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. To the extent Executive would otherwise be entitled to any payment under this Agreement, or any plan or arrangement of the payments Company or benefits will its Affiliates, that constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the Date of Termination of Executive’s employment would be subject to the Section 409A additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the because Executive is a “specified employee” (within the meaning of Section 409A409A and as determined by the Company), then the payment will be paid to Executive on the earlier of the Deferred Payments six (6) month anniversary of his Date of Termination or death. To the extent Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on termination of Executive’s employment that would be subject to the Section 409A additional tax, the benefit will be delayed to and will begin being provided on the extent necessary to avoid the imposition earlier of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the six (6) month anniversary of Executive’s Date of Termination or death. Any payment or benefit due upon a termination of employment. The Company reserves employment that represents a “deferral of compensation” within the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent meaning of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A shall be paid or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional taxprovided only upon a “separation from service” as defined in Treasury Regulation § 1.409A-1(h). Each payment, installment, and benefit payable payment made under this Agreement is intended shall be deemed to constitute be a separate payment for purposes of U.S. 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. Notwithstanding anything to the contrary in this Agreement or elsewhere, any payment or benefit under this Agreement or otherwise that is exempt from Section 1.409A-2(b)(2409A 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 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 Executive’s “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which Executive’s “separation from service” occurs. To the extent any expense reimbursement (including without limitation any reimbursement of interest or penalties related to taxes) or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise). In , the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event will shall any member expenses be reimbursed after the last day of the Company Group reimbursecalendar year following the calendar year in which Executive incurred such expenses, indemnify, and in no event shall any right to reimbursement or hold harmless the Executive provision of any in-kind benefit be subject to liquidation or exchange for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.another benefit.

Section 409A. The Company intends that all payments and benefits provided under this the Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this the Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the ExecutiveExecutive 304922687 v4 Docusign Envelope ID: E0DF17B0-22EC-4441-8874-DFB1CD74E3D0 (including settlement of Company equity awards that constitute deferred compensation under Section 409A), if any, under this the Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this the Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this the Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. The Company intends parties intend that all payments any compensation, benefits and benefits other amounts payable or provided to the Executive under this Agreement be paid or otherwise are exempt from, or comply with, the requirements of provided in compliance with Section 409A of the Internal Revenue Code of 1986 and any guidance promulgated under Section 409A of the Code all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) so such that none there will be no adverse tax consequences, interest or penalties for the Executive under Section 409A as a result of the payments and benefits so paid or provided to him. The parties agree to modify this Agreement, or the timing (but not the amount) of the payment of the severance or other compensation, or both, to the extent necessary to comply with Section 409A. In addition, notwithstanding anything to the contrary contained in any other provision of this Agreement, the payments and benefits will to be provided to the Executive under this Agreement shall be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No provisions set forth below. a. Any payment or benefits subject to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will that is triggered by a termination from employment shall be paid or otherwise provided until the Executive has triggered by a “separation from service,” within as defined in the meaning regulations issued under Section 409A. b. Each payment under this Agreement will be considered a “separate payment” and not one of a series of payments for purposes of Section 409A. If, at the time 409A of the Executive’s Code. c. It is intended that the payments to be made to the Executive under this Agreement upon a termination of employmentemployment shall be exempt from Section 409A as a “short-term deferral” under applicable Treasury regulations. In the event that such exemption does not apply, and any payment (or portion thereof) is not otherwise exempt from Section 409A, if the Executive is then a “specified employee” within the meaning of Section 409A409A(a)(2)(B) of the Code (as determined by the Company), then the any such non-exempt payment of the Deferred Payments will be delayed otherwise due to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on during the first payroll date that occurs on or after the date that is 6 six (6) months and 1 day following the Executive’s termination of employmentemployment will be held until and paid on the day following the expiration of such six (6)-month period. d. All expenses eligible for reimbursement hereunder that are taxable to the Executive shall be paid to the Executive no earlier than in the seventh (7th) month after separation from service and no later than December 31 of the calendar year following the calendar year in which such expenses were incurred. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of expenses incurred by the Executive or in any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable calendar year that are eligible for reimbursement under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of shall not affect the Company Group reimburse, indemnify, or hold harmless expenses incurred by the Executive in any other calendar year that are eligible for reimbursement hereunder. The Executive’s right to receive any reimbursement hereunder shall not be subject to liquidation or exchange for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.benefit.

Section 409A. The Company intends Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with your Retirement or other termination of employment (provided that all payments such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and benefits if (x) you are a “specified employee” within the meaning of Section 409A at the time of such termination and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to you on or within the six (6) month period following your termination of employment, then the payment of such accelerated Restricted Stock Units otherwise payable to you during such six (6) month period will accrue and will be paid to you on the date six (6) months and one (1) day following the date of your termination of employment, unless you die following your termination of employment, in which case the Restricted Stock Units will be paid in shares of Common Stock to your estate as soon as practicable following your death. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or otherwise are exempt from, or comply with, the requirements shares of Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits Common Stock issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted in accordance with to so comply. For purposes of this intent. No payment or benefits to be paid to the ExecutiveAgreement, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under “Section 409A” means Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination Internal Revenue Code of employment1986, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installmentamended, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. any proposed, temporary or final Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburseRegulations and Internal Revenue Service guidance thereunder, indemnify, or hold harmless the Executive for any taxes, penalties and interest that as each may be imposed, or other costs that may be incurred, as a result of Section 409A.amended from time to time.

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise foregoing provisions are exempt from, or intended to comply with, with the requirements of Code Section 409A of and the Code final regulations and any official guidance promulgated the under Section 409A of the Code (collectively, “Section 409A”) ''), so that none of the payments or and benefits to be provided hereunder will be subject to the additional penalty tax imposed under Section 409A, and any ambiguities in this Agreement herein will be interpreted to so comply. The Company agrees to work together with the Employee in accordance with good faith to consider any and all amendments to this intent. No Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax, interest penalty or accelerated income recognition prior to actual payment or benefits to be paid to the ExecutiveEmployee under Section 409A. Notwithstanding anything to the contrary in this Agreement, no severance payments or severance benefits payable to the Employee upon termination of employment, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred PaymentsCompensation”) will be paid or otherwise provided payable until the Executive Employee has a “separation from service” within the meaning of Section 409A. IfFurther, if at the time of the Executive’s Employee's termination of employment, the Executive Employee is a “specified employee” within the meaning of Section 409A, then the payment of the such Deferred Payments Compensation will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive Employee will receive payment on the first payroll date that occurs on or after the date that is 6 six (6) months and 1 one (1) day following the Executive’s Employee's termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxesEmployee's death, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.if earlier (the “Deferred Compensation Delayed Payment Date”).

Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are Severance Payment is intended to be exempt from, or comply with, from the requirements of Section 409A of under the Code short-term deferral exception and any guidance promulgated the group health plan continuation coverage benefits under Section 409A of the Code (collectively, “this Agreement are intended to comply with Section 409A”) so that none , to the extent subject thereto, and accordingly, such payments and benefits will be interpreted and administered to be in compliance with or exempt from Section 409A. Notwithstanding anything to the contrary, you will not be considered to have terminated employment with Sysco for purposes of the any payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that which are considered deferred compensation under subject to Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has you have incurred a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is Each amount to be paid or benefit to be provided under this Agreement will be construed as a “specified employee” within the meaning separate identified payment for purposes of Section 409A, then the payment of the Deferred Payments will be delayed to 409A. To the extent necessary required in order to avoid the imposition of the additional accelerated taxation and/or tax imposed penalties under Section 409A, which generally means payments and benefits that would otherwise be paid or provided pursuant to any other arrangement between you and Sysco during the Executive six-month period immediately following your separation from service will receive payment instead be paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 day following your separation from service (or, if earlier, your date of death). To the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision extent required to avoid the imposition of the any accelerated or additional tax imposed under Section 409A or 409A, amounts reimbursable to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable you under this Agreement is intended will be paid to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member you on or before the last day of the Company Group reimburse, indemnify, year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in- kind benefits provided to you) during one year may not affect amounts reimbursable or hold harmless provided in any subsequent year. Sysco makes no representation that any or all of the Executive for payments and benefits described in this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.such payment.

Section 409A. The Company intends intent of the Parties is that all payments and benefits provided under this Agreement be exempt from or otherwise are exempt from, or comply with, the requirements of with Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject and, accordingly, to the additional tax imposed under Section 409Amaximum extent permitted, this Agreement shall be interpreted and administered to be in accordance therewith. The Gross-up Payment and the Underpayment and any ambiguities in other compensation under this Agreement will be interpreted in accordance with this intentmade no later than the date specified under Treasury Regulation section 1.409A-3(i) (1)(v). No payment or benefits to be paid Notwithstanding anything contained herein to the Executivecontrary, if any, Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that which are considered deferred compensation under subject to Section 409A (together, the “Deferred Payments”) will until Executive would be paid or otherwise provided until the Executive has considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is Each amount to be paid or benefit to be provided under this Agreement shall be construed as a “specified employee” within the meaning separate identified payment for purposes of Section 409A, then and any payments described in this Agreement that are due within the payment of “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the Deferred Payments will be delayed foregoing and notwithstanding anything contained herein to the contrary, to the extent necessary required in order to avoid the imposition of the additional accelerated taxation and/or tax imposed penalties under Section 409A, which generally means amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the Executive will receive payment six month period immediately following Executive’s separation from service shall instead be paid on the first payroll date that occurs on or business day after the date that is 6 six months and 1 following Executive’s separation from service (or, if earlier, death). To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the Executive’s termination year in which the expense was incurred and the amount of employmentexpenses eligible for reimbursement (and in-kind benefits provided) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company reserves makes no representation that any or all of the right to amend payments described in this Agreement as it considers necessary shall be exempt from or advisablecomply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. Executive shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. Notwithstanding anything to the contrary in this Agreement, (i) any Gross-Up Payment (including any Underpayments) shall be paid no later than the end of Executive’s taxable year next following the taxable year in its sole discretion and without which the consent of Excise Tax (or any income or other related taxes or interest or penalties thereon) on a Payment is remitted to the Executive IRS or any other individualapplicable taxing authority, and (ii) any reimbursement of expenses incurred due to comply with any provision required a tax audit or litigation addressing the existence or amount of a tax liability pursuant to avoid Section 1(b) or Section 1(c) will be paid no later than the imposition end of Executive’s taxable year next following the taxable year in which the taxes that are the subject of the additional tax imposed under Section 409A audit or to otherwise avoid income recognition under Section 409A prior litigation are remitted to the actual payment of IRS or any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnifyother applicable taxing authority, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, where as a result of such audit or litigation no taxes are remitted, the end of Executive’s taxable year next following the taxable year in which the audit is completed or there is a final and non-appealable settlement or other resolution of the litigation. For clarity, the preceding sentence is solely intended to ensure the payments contemplated thereby comply with applicable payment timing rules under Section 409A.409A, and not to extend the deadlines for making payments to the Executive, as otherwise provided for in this Agreement.

Section 409A. The Company intends that all This Agreement is intended to comply with Section 409A of the Code, and its corresponding regulations, or an exemption thereto, and payments and benefits provided may only be made under this Agreement or otherwise upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt fromfrom Section 409A of the Code under the “short-term deferral” exception. Notwithstanding anything in this Agreement to the contrary, or comply withif required by Section 409A of the Code, the requirements if Executive is considered a “specified employee” for purposes of Section 409A of the Code and if payment of any guidance promulgated amounts under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Section 409A of the Code, payment of such amounts shall be delayed as required by Section 409A of the Code, and the accumulated amount shall be paid in a lump-sum payment within ten (10) days after the end of the six-month period. If Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent. No payment or benefits to shall be paid to the personal representative of Executive, if any, ’s estate within sixty (60) days after the date of Executive’s death. All payments to be made upon a termination of employment under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will may only be paid or otherwise provided until the Executive has made upon a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to of the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2)Code. In no event will any member may Executive, directly or indirectly, designate the calendar year of a payment. If the Company determines that a payment hereunder constitutes nonqualified deferred compensation subject to Section 409A of the Company Group reimburseCode, indemnifyin no event shall the timing of Executive’s execution of a Release result in Executive designating, directly or hold harmless indirectly, the Executive for any taxescalendar year of payment, penalties and interest if the payment that may is subject to execution of the Release could be imposedmade in more than one taxable year, or other costs that may payment shall be incurred, as a result of Section 409A.made in the later taxable year.