Common use of Section 409A Clause in Contracts

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the meaning of Section 409A. (b) Further, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s separation from service (other than due to death), any Deferred Payments that otherwise are payable within the first six (6) months following Employee’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death following Employee’s separation from service but prior to the six (6) month anniversary of Employee’s separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation not exempt under Section 409A (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. For purposes of this Agreement, any reference to “termination of employment,” “termination” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination of employment (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall is not intended to constitute Deferred Payments for purposes of the Agreement. Any severance payment clause (i) above. (iv) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall is not intended to constitute Deferred Payments for purposes of clause (i) above. Any payment intended to qualify under this exemption must be made within the Agreement. For allowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. (v) To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of this subsection Section 409A, (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 the expense was incurred by Executive, “Section 409A Limit” will mean the lesser of two (2) times: any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii3) the maximum amount that may 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 taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year provided, in which Employee’s employment is terminatedany other calendar year. (dvi) The foregoing provisions payments and benefits provided under Sections 7(a) and 7(b) are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the meaning of Section 409A. (b) Further, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s separation from service termination (other than due to death)) or resignation, then the severance payable to Employee, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments Compensation Separation Benefits”) that otherwise are payable within the first six (6) months following Employee’s separation from service termination of employment, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from servicetermination of employment. All subsequent Deferred PaymentsCompensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Employee dies following Employee’s separation from service his termination but prior to the six (6) month anniversary of Employee’s separation from service (or any later delay date)his termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Payments Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (cii) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. clause (i) above. (iii) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does do not exceed the Section 409A Limit shall not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreementclause (i) above. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during the Employee’s taxable year preceding the Employee’s taxable year of Employee’s separation from service termination of employment as determined under under, and with such adjustments as are set forth in, Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable upon separation that is payable to EmployeeExecutive, if any, pursuant to this Agreement thatAgreement, when considered together with any other severance payments or separation benefits, is benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from under Section 409A pursuant to Treasury Regulation of the Internal Revenue Code, as amended (the “Code”) and the final regulations and official guidance thereunder (“Section 1.409A-1(b)(9409A”) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherIt is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” or resulting from an involuntary separation from service each as described in Section 9(c)(iv) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if Employee later, such time as required by Section 9(c)(iii). Except as required by Section 9(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments will be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Employee’s separation from service his termination (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following Employee’s his separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following Employee’s his separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph Section 9(c) will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (civ) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the Agreementherein. Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes of the Agreement. herein. (v) For purposes of this subsection (c)Agreement, “Section 409A Limit” will mean means the lesser of two (2) times: (ix) EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to Employee Executive during EmployeeExecutive’s taxable year preceding EmployeeExecutive’s taxable year of EmployeeExecutive’s separation from service termination of employment as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; , or (iiy) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation not exempt under Section 409A (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. And for purposes of this Agreement, any reference to “termination of employment,” “termination” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination of employment (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall is not intended constitute to Deferred Payments for purposes of the Agreement. Any severance payment clause (i) above (iv) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall is not intended to constitute Deferred Payments for purposes of clause (i) above. Any payment intended to qualify under this exemption must be made within the Agreement. For allowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. (v) To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of this subsection Section 409A, (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 the expense was incurred by Executive, “Section 409A Limit” will mean the lesser of two (2) times: any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (i3) Employee’s annualized compensation based upon the annual rate amount of pay 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. (vi) Any tax gross-up that Executive is entitled to receive under this Agreement or otherwise shall be paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) Executive no later than December 31 of the Code for calendar year following the calendar year in which Employee’s employment is terminatedExecutive remits the related taxes. (dvii) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (viii) The foregoing provisions are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation not exempt under Section 409A (as defined below) (together, the “Deferred Payments”) ), will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. And for purposes of this Agreement, any reference to “termination of Employment,” “termination” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Regulations Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination of Employment (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall is not intended to constitute Deferred Payments for purposes of the Agreement. Any severance payment clause (i) above. (iv) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) is not intended to constitute Deferred Payments for purposes of clause (i) above. Any payment intended to qualify under this exemption must be made within the Agreement. For allowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. (v) Notwithstanding the payment provisions of Section 6, in the event and to the extent that the form of the severance benefit or payment to be provided after a Change in Control is different than the form of such severance benefit or payment to be provided prior to a Change in Control and if the applicable severance benefit or payment is a Deferred Payment, then the form of post-Change in Control severance benefit or payment shall be given effect only to the extent permitted by Section 409A and if not so permitted, such post-Change in Control severance benefit or payment shall be provided in the same form that applies prior to the Change in Control. (vi) To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of this subsection Section 409A, (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 the expense was incurred by Executive, “Section 409A Limit” will mean the lesser of two (2) times: any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii3) the maximum amount that may 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 taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year provided, in which Employee’s employment is terminatedany other calendar year. (dvii) The foregoing provisions payments and benefits provided under Sections 6(a) and 6(b) are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to EmployeeExecutive, if any, pursuant to this Agreement thatAgreement, when considered together with any other severance payments or separation benefits, is benefits that are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred PaymentsCompensation Separation Benefits”) will be payable until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Compensation Separation Benefits that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred PaymentsCompensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service but prior to the six (6) month anniversary of Employee’s separation from service (or any later delay date)the separation, 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 EmployeeExecutive’s death and all other Deferred Payments Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. clause (i) above. (iv) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: clause (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (dv) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement thatAgreement, when considered together with any other severance payments or separation benefits, is benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) 6 months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) that is 6 months and one (1) 1 day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) 6 month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph Section 8I(ii) will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment, and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (diii) The foregoing provisions and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate appropriate, or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A. In no event will the Company have any liability or obligation to reimburse, indemnify, or hold harmless Executive (or any other person) for any taxes or costs that may be imposed on or incurred by Executive (or any other person) as a result of Section 409A.

Section 409A. (a) i. Notwithstanding anything to the contrary in this Agreement, no severance payments payment or benefits payable benefit to Employeebe paid or provided to Employee upon his termination of employment, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance amounts payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the meaning of Section 409A. (b) Furtherii. Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s separation from service termination of employment (other than due to death), any then the Deferred Payments that otherwise are payable within the first six (6) months following Employee’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Employee dies following Employee’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) iii. Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute a Deferred Payments Payment for purposes of the Agreementclauses (i) and (ii) above. iv. Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall limits set forth therein will not constitute a Deferred Payments Payment for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: clauses (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (d) The foregoing provisions are v. This Agreement is intended to comply with the requirements of Section 409A so be written, administered, interpreted and construed in a manner such that none of the severance payments and no payment or benefits to be provided under the Agreement will be become subject to (A) the gross income inclusion set forth within Code Section 409A(a)(1)(A) or (B) the interest and additional tax imposed under set forth within Code Section 409A409A(a)(1)(B) (together, and any ambiguities referred to herein will be interpreted as the “Section 409A Penalties”), including, where appropriate, the construction of defined terms to so complyhave meanings that would not cause the imposition of Section 409A Penalties. Employee and In no event shall the Company be required to provide a tax gross-up payment to Employee or otherwise reimburse Employee with respect to Section 409A Penalties. The Company and Employee agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax Section 409A Penalties on Employee. vi. Any reimbursement of expenses or income recognition prior in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Employee’s taxable year following the taxable year in which Employee incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable in one year shall not affect the amount eligible for reimbursement or in-kind benefits payable in any other taxable year of Employee’s, and Employee’s right to actual payment reimbursement for such amounts shall not be subject to Employee under Section 409A.liquidation or exchange for any other benefit.

Section 409A. (a) Notwithstanding anything to the contrary in this AgreementSections 2 and 3 hereof, no severance payments Deferred Payments (as defined below) or benefits payable to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under benefits that otherwise are exempt from Section 409A (together, the “Deferred Payments”as defined below) will be pursuant to Treasury Regulation Section 1.409A-1(b)(9) shall become payable until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly409A of the Internal Revenue Code of 1986, no severance payable to Employeeas amended (the “Code”), if any, pursuant to this Agreement that otherwise would be exempt from and the final regulations and any guidance promulgated thereunder (“Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the meaning of Section 409A.409A”). (b) FurtherNotwithstanding Sections 2 and 3 hereof, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of Employee’s his separation from service (other than due to death), and the severance payments and benefits payable to him, if any, pursuant to the Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”), such Deferred Payments that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of EmployeeExecutive’s death following EmployeeExecutive’s separation from service but prior to the six (6) month anniversary of EmployeeExecutive’s separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s his death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (cSection 6(a), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreementoffer, no severance payments Deferred Payments (as defined below) or benefits payable to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement benefits that otherwise would be are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be shall become payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) Further, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other than due to death), and the severance payments and benefits payable to Executive, if any, pursuant to the offer, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the “Deferred Payments”), such Deferred Payments that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of EmployeeExecutive’s death following EmployeeExecutive’s separation from service but prior to the six (6) month anniversary of EmployeeExecutive’s separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement offer is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreementoffer. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreementoffer. For purposes of this subsection (ciii), “Section 409A Limit” will mean the lesser of two (2) times: (i) EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to Employee Executive during EmployeeExecutive’s taxable year preceding Employeethe Executive’s taxable year of EmployeeExecutive’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which EmployeeExecutive’s employment is terminated. (div) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement offer will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee Executive and the Company agree to work together in good faith to consider amendments to the Agreement offer and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Internal Revenue Code Section 409A (together, the “Deferred Payments”) will be payable until Employee has a “separation from service” within the meaning of Section 409A. 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the meaning of Section 409A. (b) Further, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s separation from service (other than due to death), any Deferred Payments that otherwise are payable within the first six (6) months following Employee’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death following Employee’s separation from service but prior to the six (6) month anniversary of Employee’s separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (a) 10.1 Notwithstanding anything to the contrary in this Agreement, no severance separation payments or benefits payable to Employeebe provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance separation payments or separation benefits, is are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable separation payments or benefits to Employeebe 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 Employee Executive has a “separation from service” within the meaning of Section 409A. (b) 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 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 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 payment of any Deferred Payment. 10.3 Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of EmployeeExecutive’s death following EmployeeExecutive’s separation from service service, but prior to before the six (6) 6 month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of under Section 1.409A-2(b)(2) of the Treasury Regulations. (c) 10.4 Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the Agreement. clause (a) above. 10.5 Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall will not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated10.1 above. (d) 10.6 The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the severance separation payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to so complycomply or be exempt. Employee 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 the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to before actual payment to Employee Executive under Section 409A. In no event will the Company reimburse Executive for any taxes imposed or other costs incurred as result of Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation not exempt under Section 409A (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. And for purposes of this Agreement, any reference to “termination of employment,” “termination” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination of employment (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall is not intended to constitute Deferred Payments for purposes of the Agreement. Any severance payment clause (i) above. (iv) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall is not intended to constitute Deferred Payments for purposes of clause (i) above. Any payment intended to qualify under this exemption must be made within the Agreement. For allowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. (v) To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of this subsection Section 409A, (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 the expense was incurred by Executive, “Section 409A Limit” will mean the lesser of two (2) times: any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii3) the maximum amount that may 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 taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year provided, in which Employee’s employment is terminatedany other calendar year. (dvi) The foregoing provisions payments and benefits provided under Sections 3(a) and Section 3(b) are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement thatAgreement, when considered together with any other severance payments or separation benefits, is benefits that are considered deferred compensation under Section 409A (together, the “Deferred PaymentsCompensation Separation Benefits”) will be payable paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (b) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Compensation Separation Benefits that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred PaymentsCompensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. clause (a) above. (d) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreementclause (a) above. For purposes of this subsection (c)Agreement, “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.:

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred PaymentsCompensation Separation Benefits”) will be payable until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s separation from service termination (other than due to Employee’s death), any then the Deferred Payments Compensation Separation Benefits that otherwise are payable within the first six (6) months following Employee’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred PaymentsCompensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Employee dies following Employee’s separation from service but prior to the six (6) month anniversary of Employee’s separation from service (or any later delay date)the separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death (and in all cases within ninety (90) days of Employee’s death) and all other Deferred Payments Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. clause (i) above. (iv) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does do not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreementclause (i) above. For purposes of this subsection (c)Agreement, “Section 409A Limit” will mean means 2 times the lesser of two (2) timesof: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; , or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedseparation from service occurred. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement thatAgreement, when considered together with any other severance payments or separation benefits, is benefits that are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any final regulations and official guidance promulgated thereunder (“Section 409A”) (together, the “Deferred PaymentsCompensation Separation Benefits”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payments or separation benefits payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) of the Treasury Regulations will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (b) Further409A. In addition, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Compensation Separation Benefits that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable in a lump sum (without interest) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred PaymentsCompensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph will be payable in a lump sum (without interest) as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance . To the extent any payment that satisfies the requirements of the under this Agreement may be classified as a “short-term deferral” rule set forth in within the meaning of Section 1.409A-1(b)(4) of the Treasury Regulations 409A, such payment shall not constitute Deferred Payments be deemed a short-term deferral, even if it may also qualify for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation exemption from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes under another provision of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (d) 409A. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee Executive and the Company agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.409A. For any Deferred Compensation Separation Benefits, the release of claim agreement under Section 3(c) hereof must become irrevocable within sixty (60) days of the date of termination and benefits shall commence upon the date provided in Section 3(e) hereof, provided, that if the sixtieth (60th) day following the termination of Executive’s employment with the Company falls in the calendar year following the calendar year containing the date of termination, the benefits will be made no earlier than the first business day of that following calendar year. The first such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the termination of Executive’s employment with the Company, and any payments made after the first such payment shall continue as provided herein.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) Payments will be payable paid or provided until the Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to the Employee under this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(91.409A‑1(b)(9) will be payable until the Employee has a “separation from service” within the meaning of Section 409A. (bii) It is intended that none of the severance payments or benefits under the Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 11(h)(iv) below or resulting from an involuntary separation from service as described in Section 11(h)(v) below. In no event will the Employee have discretion to determine the taxable year of payment of any Deferred Payment. Any severance payments or benefits under the Agreement that would be considered Deferred Payments will be paid on the sixtieth (60th) day following the Employee’s separation from service, or if later, such time as required by Section 11(h)(iii). Further, except as required by Section 11(h)(iii), any severance payments or benefits that, but for the immediately preceding sentence, would have been made to the Employee during the sixty (60) day period immediately following the Employee’s separation from service will be paid to the Employee on the sixtieth (60th) day following the Employee’s separation from service and any remaining payments will be made as provided in the Agreement. (iii) Notwithstanding anything to the contrary in the Agreement, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following the Employee’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of the Employee’s death following the Employee’s separation from service service, but prior to before the six (6) month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of under Section 1.409A-2(b)(2) of the Treasury Regulations. (civ) Any severance payment amount paid under this Plan that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the this Agreement. . (v) Any severance payment amount paid under this Plan that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall will not constitute Deferred Payments for purposes of the this Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (dvi) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms herein will be interpreted to so complycomply or be exempt. Employee For purposes of the Agreement, to the extent required to be exempt from or comply with Section 409A, references to termination of the Employee’s employment or similar phrases will be references to the Employee’s “separation from service” within the meaning of Section 409A. The Company and the Company Employee agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Employee under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation not exempt under Section 409A (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. And for purposes of this Agreement, any reference to “termination of employment,” “termination” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination of employment (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall is not intended to constitute Deferred Payments for purposes of the Agreement. Any severance payment clause (i) above. (iv) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall is not intended to constitute Deferred Payments for purposes of clause (i) above. Any payment intended to qualify under this exemption must be made within the Agreement. For allowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. (v) To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of this subsection Section 409A, (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 the expense was incurred by Executive, “Section 409A Limit” will mean the lesser of two (2) times: any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (i3) Employee’s annualized compensation based upon the annual rate amount of pay 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. (vi) Any tax gross-up that Executive is entitled to receive under this Agreement or otherwise shall be paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) Executive no later than December 31st of the Code for calendar year following the calendar year in which Employee’s employment is terminatedExecutive remits the related taxes. (dvii) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (viii) The foregoing provisions are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherIt is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. (iii) Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to before the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of under Section 1.409A-2(b)(2) of the Treasury Regulations. (civ) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the Agreement. clause (i) above. (v) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: clause (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (dvi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and In no event will the Company have any liability or obligation to reimburse, indemnify, or hold harmless Executive for any taxes or costs that may be imposed on or incurred by Executive as a result of Section 409A. The Company and Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to before actual payment to Employee Executive under Section 409A.

Section 409A. (a) i. Notwithstanding anything to the contrary in this Agreement, no severance payments payment or benefits payable benefit to Employeebe paid or provided to Employee upon his termination of employment, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance amounts payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the meaning of Section 409A. (b) Furtherii. Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s separation from service termination of employment (other than due to death), any then the Deferred Payments that otherwise are payable within the first six (6) months following Employee’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Employee dies following Employee’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) iii. Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute a Deferred Payments Payment for purposes of the Agreementclauses (i) and (ii) above. iv. Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall limits set forth therein will not constitute a Deferred Payments Payment for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: clauses (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation not exempt under Section 409A (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. And for purposes of this Agreement, any reference to “termination of employment,” “termination” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination of employment (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall is not intended constitute to Deferred Payments for purposes of the Agreement. Any severance payment clause (i) above (iv) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall is not intended to constitute Deferred Payments for purposes of clause (i) above. Any payment intended to qualify under this exemption must be made within the Agreement. For allowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. (v) To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of this subsection Section 409A, (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 the expense was incurred by Executive, “Section 409A Limit” will mean the lesser of two (2) times: any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (i3) Employee’s annualized compensation based upon the annual rate amount of pay 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. (vi) Any tax gross-up that Executive is entitled to receive under this Agreement or otherwise shall be paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) Executive no later than December 31 of the Code for calendar year following the calendar year in which Employee’s employment is terminatedExecutive remits the related taxes. (dvii) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (viii) The foregoing provisions payments and benefits provided under Sections 3(a) and 3(b) are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) Payments will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date that is six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following Employee’s his separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph Section 8(c)(ii) will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the AgreementPayments. Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedPayments. (div) The foregoing provisions and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments payment or benefits payable benefit to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will shall be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9l.409A-l(b)(9) will shall be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (b) FurtherIt is intended that none of the payments under this Agreement will constitute “Deferred Payments” but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 22(d) below or resulting from an involuntary separation from service as described in Section 22(c)(e) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments shall be paid on, or, in the case of installments, shall not commence until, the 61st day following Executive’s separation from service, or, if Employee later, such time as required by Section 22(c). Except as required by Section 22(c), any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s separation from service but for the preceding sentence shall be paid to Executive on the 61st day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A 409 A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service will service, shall become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will shall be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to before the six (6) month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph will shall be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments will shall be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of under Section 1.409A-2(b)(2l.409A-2(b)(2) of the Treasury Regulations. (cd) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4l.409A-l (b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Section 22(a) above. (e) Any severance payment 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)(iiil.409A-l (b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (222(a) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (df) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will hereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein will shall be interpreted to so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to before actual payment to Employee Executive under Section 409A. In no event will the Company reimburse Executive for any tax obligations incurred by Executive as a result of the application of Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to EmployeeExecutive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Internal Revenue Code Section 409A (together, the “Deferred Payments”) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) Further, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other than due to death), any Deferred Payments that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of EmployeeExecutive’s death following EmployeeExecutive’s separation from service but prior to the six (6) month anniversary of EmployeeExecutive’s separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the Agreementclause (i) above. Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: clause (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (div) The foregoing provisions are intended to comply with with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complycomply or be exempt. Employee Executive and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as result of Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments If any benefit or benefits amount payable to Employee, if any, pursuant to Executive under this Agreement that, when considered together with any other severance payments or separation benefits, is considered Section 4 hereof on account of the Executive’s termination of employment constitutes “nonqualified deferred compensation under compensation” within the meaning of Section 409A of the Internal Revenue Code (together“409A”), payment of such benefit or amount shall commence within sixty (60) days following the “Deferred Payments”) will be payable until Employee has a Executive’s “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(91.409A-1(h), which in part provides that a separation from service will be deemed to occur if the Company and Executive reasonably anticipate that Executive shall perform no further services for the Company (whether an employee or an independent contractor) or that the level of bona fide services Executive will perform in the future (whether as an employee or an independent contractor) will permanently decrease to no more than 49 percent of the average level of bona fide services performed (whether as an employee or independent contractor) over the immediately preceding 36-month period. If Executive has failed to execute the release described in Section 4(j) below within sixty (60) days of Executive’s separation of service, the payments described in Section 4(b), (c) and (g) shall be payable until Employee has forfeited. If, at the time Executive incurs a “separation from service” within the meaning of Section 409A. (b) Further, if Employee Executive is a “specified employee” within the meaning of 409A, any benefit or amount payable to the Executive under this Section 4 on account of Executive’s termination of employment that constitutes nonqualified deferred compensation subject to 409A at shall be delayed until the time first day of Employeethe seventh month following the Executive’s separation from service (other than due to deaththe “409A Suspension Period”), any Deferred Payments that otherwise are payable within the first six (6) months following Employee’s separation from service will become payable on the first payroll date that occurs on or . Within 14 calendar days after the date six (6) months and one (1) day following end of the date 409A Suspension Period, the Company shall pay to the Executive a lump sum payment in cash equal to any payments that the Company would otherwise have been required to provide under this Section 4 but for the imposition of Employee’s separation from servicethe 409A Suspension Period. All subsequent Deferred PaymentsThereafter, if any, will be payable the Executive shall receive any remaining payments due under this Section 4 in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death following Employee’s separation from service but prior to the six (6) month anniversary of Employee’s separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes terms of this subsection Section (cas if there had not been any suspension period beforehand), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement thatAgreement, when considered together with any other severance payments or separation benefits, is benefits that are considered deferred compensation under Section 409A (together, the “Deferred PaymentsCompensation Separation Benefits”) will be payable paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Compensation Separation Benefits that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred PaymentsCompensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. clause (i) above. (iv) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: clause (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (dv) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherIt is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. (iii) Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to before the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of under Section 1.409A-2(b)(2) of the Treasury Regulations. (civ) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the Agreement. clause (i) above. (v) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: clause (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (dvi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to before actual payment to Employee Executive under Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to EmployeeExecutive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (b) Further, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other than due to death), any Deferred Payments that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of EmployeeExecutive’s death following EmployeeExecutive’s separation from service but prior to the six (6) month anniversary of EmployeeExecutive’s separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to Employee Executive during Employeethe Company’s taxable year preceding Employeethe Company’s taxable year of EmployeeExecutive’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee Executive and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(91.409A 1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherIt is intended that none of the severance payments under this Agreement will constitute “Deferred Payments” but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in Section 4(c)(v) below. However, any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if Employee later, such time as required by Section 4(c)(iii). Except as required by Section 4(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to before the six (6) month 6)-month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of under Section 1.409A-2(b)(2) of the Treasury Regulations. (civ) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the Agreement. Section 4(c)(i). (v) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall will not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (cSection 4(c)(i), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (dvi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to before actual payment to Employee Executive under Section 409A. (vii) To the extent any reimbursement or in-kind benefit provided under this Agreement is a Deferred Payment (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; (ii) the reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable upon separation that is payable to EmployeeExecutive, if any, pursuant to this Agreement thatAgreement, when considered together with any other severance payments or separation benefits, is benefits that are considered deferred compensation under Section 409A (together, the “Deferred PaymentsCompensation Separation Benefits”) under Section 409A of the Internal Revenue Code (the “Code”) and the final regulations and official guidance thereunder (“Section 409A”), will be payable until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (b) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of Employee’s separation from service (other than due to death)409A, any Deferred Payments Compensation Separation Benefits that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from serviceservice (the “Delayed Initial Payment Date”). All subsequent Deferred PaymentsCompensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event if Executive dies following Executive’s termination of Employee’s death following Employee’s separation from service employment but prior to the six (6) month anniversary of EmployeeExecutive’s separation from service (or any later delay date)termination of employment, 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 EmployeeExecutive’s death and all other Deferred Payments Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment amount paid under the Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the this Agreement. Any severance payment amount paid under the Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the this Agreement. For purposes of this subsection (c)purpose, “Section 409A Limit” will mean means the lesser of two (2) times: (i) EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to Employee Executive during EmployeeExecutive’s taxable year preceding EmployeeExecutive’s taxable year of EmployeeExecutive’s separation from service termination of employment as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (a) 9.1. Notwithstanding anything to the contrary in this AgreementPlan, no severance payments Severance Benefits to be paid or benefits payable provided to Employeea Participant, if any, pursuant to under this Agreement Plan that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be payable paid or provided until Employee the Participant has a “separation from service” within the meaning of Section 409A. Similarly, no severance Severance Benefits payable to Employeea Participant, if any, pursuant to under this Agreement Plan that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee the Participant has a “separation from service” within the meaning of Section 409A. (b) Further9.2. It is intended that none of the Severance Benefits will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 9.3 below or resulting from an involuntary separation from service as described in Section 9.4 below. In no event will a Participant have discretion to determine the taxable year of payment of any Deferred Payment. 9.3. Notwithstanding anything to the contrary in this Plan, if Employee a Participant is a “specified employee” within the meaning of Section 409A at the time of Employeethe Participant’s separation from service (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) 6 months following Employeethe Participant’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) 6 months and one (1) 1 day following the date of Employeethe Participant’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employeethe Participant’s death following Employeethe Participant’s separation from service service, but prior to before the six (6) 6 month anniversary of Employee’s the separation from service (or any later delay date)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 Employeethe Participant’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement this Plan is intended to constitute a separate payment for purposes of under Section 1.409A-2(b)(2) of the Treasury Regulations. (c) 9.4. Any severance payment amount paid under this Plan that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the Agreementthis Section 9. 9.5. Any severance payment amount paid under this Plan that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall will not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated9. (d) 9.6. The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement Severance Benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complycomply or be exempt. Employee Notwithstanding anything to the contrary in the Plan, including but not limited to Sections 11 and 13, the Company agree reserves the right to work together amend the Plan as it deems necessary or advisable, in good faith its sole discretion and without the consent of the Participants, to consider amendments comply with Section 409A or to avoid income recognition under Section 409A prior to the Agreement and to take such reasonable actions which are necessary, appropriate actual payment of Severance Benefits or desirable to avoid imposition of any additional tax tax. In no event will the Company reimburse a Participant for any taxes or income recognition prior to actual payment to Employee under other costs that may be imposed on the Participant as result of Section 409A.

Section 409A. (a) 9.1 Notwithstanding anything to the contrary in this AgreementPlan, no severance payments Severance Benefits to be paid or benefits payable provided to Employeea Participant, if any, pursuant to under this Agreement Plan that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be payable paid or provided until Employee the Participant has a “separation from service” within the meaning of Section 409A. Similarly, no severance Severance Benefits payable to Employeea Participant, if any, pursuant to under this Agreement Plan that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee the Participant has a “separation from service” within the meaning of Section 409A. (b9.2 It is intended that none of the Severance Benefits will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 9(c) Furtherbelow or resulting from an involuntary separation from service as described in Section 9(d) below. In no event will a Participant have discretion to determine the taxable year of payment of any Deferred Payment. 9.3 Notwithstanding anything to the contrary in this Plan, if Employee a Participant is a “specified employee” within the meaning of Section 409A at the time of Employeethe Participant’s separation from service (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) 6 months following Employeethe Participant’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) 6 months and one (1) 1 day following the date of Employeethe Participant’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employeethe Participant’s death following Employeethe Participant’s separation from service service, but prior to before the six (6) 6 month anniversary of Employee’s the separation from service (or any later delay date)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 Employeethe Participant’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement this Plan is intended to constitute a separate payment for purposes of under Section 1.409A-2(b)(2) of the Treasury Regulations. (c) 9.4 Any severance payment amount paid under this Plan that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the Agreement. this Section 9. 9.5 Any severance payment amount paid under this Plan that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall will not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated9. (d) 9.6 The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement Severance Benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complycomply or be exempt. Employee Notwithstanding anything to the contrary in the Plan, including but not limited to Sections 11 and 13, the Company agree reserves the right to work together amend the Plan as it deems necessary or advisable, in good faith its sole discretion and without the consent of the Participants, to consider amendments comply with Section 409A or to avoid income recognition under Section 409A prior to the Agreement and to take such reasonable actions which are necessary, appropriate actual payment of Severance Benefits or desirable to avoid imposition of any additional tax tax. In no event will the Company reimburse a Participant for any taxes or income recognition prior to actual payment to Employee under other costs that may be imposed on the Participant as result of Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) Payments will be payable paid or otherwise provided until Employee has you have a “separation from service” (within the meaning of Section 409A. 409A) from the relevant position or positions. Similarly, no severance payable to Employeeyou, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A solely pursuant to Treasury Regulation Section 1.409A-1(b)(91.409A‑1(b)(9) will be payable until Employee has you have a “separation from service” (within the meaning of Section 409A.409A). (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee is you are a “specified employee” within the meaning of Section 409A at the time of Employee’s separation from service your termination of employment (other than due to death), any then the Deferred Payments that otherwise are payable within the first six (6) months following Employee’s your separation from service will service, will, to the extent required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s your separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if you die following Employee’s your separation from service service, but prior to the six (6) month 6)-month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s your death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. 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 and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(21.409A‑2(b)(2) of the U.S. Treasury Regulations. (ciii) Any severance payment 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 U.S. Treasury Regulations shall will not constitute Deferred Payments for purposes of the this Agreement. . (iv) Any severance payment 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 U.S. Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes of the this Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (dv) With respect to any expense reimbursements which are not otherwise excludible from your gross taxable income, to the extent required to comply with the provisions of Section 409A, no reimbursement of expenses incurred by you during any taxable year shall be made after the last day of the following taxable year, the right to reimbursement of any such expenses shall not be subject to liquidation or exchange for another benefit, and the amount of expenses eligible for reimbursement during any taxable year may not affect the expenses eligible for reimbursement in any other taxable year. (vi) The foregoing provisions of this Agreement and the payments and benefits hereunder are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance or other payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Employee The Company and the Company you agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee you under Section 409A. (vii) In no event shall the Company, Parent, or any of their affiliates have any liability relating to the failure or alleged failure of any payment or benefit under the Agreement to comply with, or be exempt from, the requirements of Section 409A. (viii) Definitions:

Section 409A. (ai) If Participant is a U.S. taxpayer, the payment of Shares vesting pursuant to this Award Agreement (including any discretionary acceleration under Section 4(b)) shall in all cases be paid at a time or in a manner that is exempt from, or complies with, Section 409A. The prior sentence may be superseded in a future agreement or amendment to this Award Agreement only by direct and specific reference to such sentence. (ii) Notwithstanding anything to in the contrary in Plan or this AgreementAward Agreement or any other agreement (whether entered into before, no severance payments on or benefits payable to Employeeafter the Date of Grant), if anythe vesting of the balance, pursuant to this Agreement thator some lesser portion of the balance, when considered together of the Restricted Stock Units is accelerated in connection with any other severance payments or separation benefits, the termination of Participant’s status as a Service Provider (provided that such termination is considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable until Employee has a “separation from service” within the meaning of Section 409A. Similarly409A, no severance payable as determined by the Administrator), other than due to EmployeeParticipant’s death, and if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9(x) will be payable until Employee has Participant is a “separation from service” within the meaning of Section 409A. (b) Further, if Employee is U.S. taxpayer and a “specified employee” within the meaning of Section 409A at the time of Employee’s separation from service such termination as a Service Provider and (other than due y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to death), any Deferred Payments that otherwise are payable Participant on or within the first six (6) months month period following Employeethe cessation of Participant’s separation from service status as a Service Provider, then the payment of such accelerated Restricted Stock Units will become payable on the first payroll date that occurs on or after not be made until the date six (6) months and one (1) day following the date of Employeecessation of Participant’s separation from service. All subsequent Deferred Paymentsstatus as a Service Provider, if anyunless Participant dies following Participant’s termination as a Service Provider, in which case, the Restricted Stock Units will be payable paid in accordance with the payment schedule applicable Shares to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of EmployeeParticipant’s death following Employee’s separation from service but prior to the six (6) month anniversary of Employee’s separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum estate as soon as administratively practicable after the date of Employeefollowing Participant’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulationsdeath. (ciii) Any severance payment that satisfies It is the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes intent of this subsection (c)Award Agreement that it and all payments and benefits to U.S. taxpayers hereunder be exempt from, “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (d) The foregoing provisions are intended to comply with with, the requirements of Section 409A so that none of the severance payments and benefits to be Restricted Stock Units provided under the this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be so exempt or so comply. Employee and Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of Treasury Regulations Section 1.409A-2(b)(2). To the extent necessary to comply with Section 409A, references to termination of Participant’s status as a Service Provider, termination of employment, or similar phrases will be references to Participant’s “separation from service” within the meaning of Section 409A. In no event will the Company agree or any Parent or Subsidiary of the Company have any responsibility, liability, or obligation to work together in good faith to consider amendments to the Agreement reimburse, indemnify, or hold harmless Participant (or any other person) for any taxes, penalties and to take such reasonable actions which are necessaryinterest that may be imposed, appropriate or desirable to avoid imposition other costs that may be incurred, as a result of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to EmployeeExecutive, if any, pursuant to this Agreement thatAgreement, when considered together with any other severance payments or separation benefits, is benefits that are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred PaymentsCompensation Separation Benefits”) will be payable until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Compensation Separation Benefits that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred PaymentsCompensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service but prior to the six (6) month anniversary of Employee’s separation from service (or any later delay date)the separation, 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 EmployeeExecutive’s death and all other Deferred Payments Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. clause (i) above. (iv) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does do not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: clause (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (dv) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherAny severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if Employee later, such time as required by Section 8(c)(iii). Except as required by Section 8(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (civ) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of clause (i) above. It is the Agreement. intent of this Agreement that all cash severance payments under Section 7(a)(i) will satisfy the requirements of the “short-term deferral” rule. (v) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: clause (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (dvi) The foregoing provisions are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) Payments will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date that is six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following Employee’s his separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph Section 9(c)(ii) will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the AgreementPayments. Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedPayments. (div) The foregoing provisions and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation under Code Section 409A 409A, and the final regulations and any guidance promulgated thereunder (togethercollectively, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the meaning of Code Section 409A. (b) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Code Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) six-month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph will be payable in a lump sum (with interest as provided for below) as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefitdeath. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Any delayed payments shall be credited with interest at a rate equal to the short term applicable federal rate then in effect until paid. (c) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments Payments. If under this Agreement, an amount is to be paid in two or more installments, for purposes of the Agreement. Any severance payment that qualifies Code Section 409A, each installment shall be treated as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedseparate payment. (d) The foregoing provisions are This Agreement is intended to comply with be exempt from the requirements of Code Section 409A or compliant therewith so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complyaccordingly. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (a) i. Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii. It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) Furtherbelow or resulting from an involuntary separation from service as described in Section 4(c)(v) below. iii. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to before the six (6) six-month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of under Section 1.409A-2(b)(2) of the Treasury Regulations. (c) iv. Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the Agreement. clause (i) above. v. Any severance payment 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)(iii1.409A- 1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: clause (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (d) vi. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to before actual payment to Employee Executive under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement thatAgreement, when considered together with any other severance payments or separation benefits, is benefits that are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred PaymentsCompensation Separation Benefits”) will be payable paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherAny severance payments or benefits under this Agreement that would be considered Deferred Compensation Severance Benefits will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service. Any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Compensation Separation Benefits that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred PaymentsCompensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (civ) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. clause (i) above. (v) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: clause (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (dvi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A. In no event will the Company have any liability or obligation to reimburse, indemnify, or hold harmless Executive (or any other person) for any taxes or costs that may be imposed on or incurred by Executive (or any other person) as a result of Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement thatAgreement, when considered together with any other severance payments or separation benefits, is benefits that are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred PaymentsCompensation Separation Benefits”) will be payable paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherAny severance payments or benefits under this Agreement that would be considered Deferred Compensation Severance Benefits will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service. Any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Compensation Separation Benefits that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred PaymentsCompensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (civ) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. clause (i) above. (v) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: clause (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (dvi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to EmployeeDeferred Payments, if any, payable to Executive pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. 409A of the Code and the final regulations and official guidance thereunder (“Section 409A”). Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph Section 7(b)(ii) will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the Agreementherein. Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes herein. Any payments or benefits due under Section 6 of this Agreement will be paid as provided under this Agreement, but in no event later than the last day of the Agreement. second taxable year of Executive following Executive’s taxable year in which Executive’s separation from service from the Company occurs. (iv) For purposes of this subsection (c)Agreement, “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation not exempt under Section 409A (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. And for purposes of this Agreement, any reference to “termination of employment,” “termination” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination of employment (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall is not intended to constitute Deferred Payments for purposes of the Agreement. Any severance payment clause (i) above. (iv) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall is not intended to constitute Deferred Payments for purposes of clause (i) above. Any payment intended to qualify under this exemption must be made within the Agreement. For allowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. (v) To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of this subsection Section 409A, (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 the expense was incurred by Executive, “Section 409A Limit” will mean the lesser of two (2) times: any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii3) the maximum amount that may 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 taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year provided, in which Employee’s employment is terminatedany other calendar year. (dvi) The foregoing provisions payments and benefits provided under Sections 6 are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement thatAgreement, when considered together with any other severance payments or separation benefits, is benefits that are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred PaymentsCompensation Separation Benefits”) will be payable paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherAny severance payments or benefits under this Agreement that would be considered Deferred Compensation Severance Benefits will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service. Any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Compensation Separation Benefits that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred PaymentsCompensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (civ) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. clause (i) above. (v) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: clause (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (dvi) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A. In no event will the Company have any liability or obligation to reimburse, indemnify, or hold harmless Executive (or any other person) for any taxes or costs that may be imposed on or incurred by Executive (or any other person) as a result of Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments payment or benefits payable benefit to be paid or provided to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation not exempt under Section 409A (togetheras defined below) (each, the a “Deferred PaymentsPayment”) will be payable paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly409A and for purposes of this Agreement, no severance payable any reference to Employee, if any, pursuant “termination of employment,” “termination” or any similar term shall be construed to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has mean a “separation from service” within the meaning of Section 409A. (b) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s separation from service termination of employment (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following Employee’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Employee dies following Employee’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall is not intended to constitute a Deferred Payments Payment for purposes of the Agreement. Any severance payment Section 8(a) above. (d) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) is not intended to constitute a Deferred Payments Payment for purposes of Section 8(a) above. Any payment intended to qualify under this exemption must be made within the Agreementallowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of means two (2) timestimes the lesser of: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s his or her separation from service as determined under Treasury Regulation Regulations Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedseparation from service occurred. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is would be considered deferred compensation under Code Section 409A and the final regulations and any guidance promulgated thereunder (collectively, “Section 409A”) (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has incurred a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment amounts paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the Agreement. clause (i) above. (iv) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: clause (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (dv) The foregoing provisions All payments under this Agreement are intended to be exempt from, or comply with with, the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A. In no event will the Company, any of its subsidiaries or affiliates be liable to Executive by reason of any acceleration of income or any additional tax (including any interest and penalties) asserted with respect to the failure of any payments or benefits provided under this Agreement to satisfy the applicable requirements of Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits It is intended that any amounts payable to Employee, if any, pursuant to under this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would shall either be exempt from or comply with Section 409A pursuant of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to Treasury Regulation subject the Executive to payment of any additional tax, penalty or interest imposed under Code Section 1.409A-1(b)(9409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) will be the intended benefit payable until Employee has a “separation from service” within to the meaning of Section 409A.Executive. (b) Further, if Employee If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 409A at 1.409A-1(i) as of the time date of Employee’s separation the Executive's Separation from service Service, the Executive shall not be entitled to any payment or benefit pursuant to Section 5.3(b) or (other than due to death), any Deferred Payments that otherwise are payable within c) until the first earlier of (i) the date which is six (6) months following Employee’s separation after his or her Separation from service will become payable on the first payroll date that occurs on Service for any reason other than death, or after the date six (6ii) months and one (1) day following the date of Employee’s separation from servicethe Executive's death. All subsequent Deferred PaymentsThe provisions of this Section 21(b) shall only apply if, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein and to the contraryextent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Executive upon or in the event of Employee’s death following Employee’s separation from service but prior to the six (6) month anniversary period following the Executive's Separation from Service that are not so paid by reason of Employee’s separation from service this Section 21(b) shall be paid (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum without interest) as soon as administratively practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive's Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury RegulationsExecutive's death). (c) Any severance payment To the extent that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service any benefits pursuant to Section 1.409A-1(b)(9)(iii5.3(b)(ii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan reimbursements pursuant to Section 401(a)(17) 4.2 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Code for Executive's taxable year following the taxable year in which Employee’s employment is terminated. (d) the related expense was incurred. The foregoing benefits and reimbursements pursuant to such provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be not subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee liquidation or exchange for another benefit and the Company agree to work together amount of such benefits and reimbursements that the Executive receives in good faith to consider amendments to one taxable year shall not affect the Agreement and to take amount of such reasonable actions which are necessary, appropriate benefits or desirable to avoid imposition of reimbursements that the Executive receives in any additional tax or income recognition prior to actual payment to Employee under Section 409A.other taxable year.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement thatAgreement, when considered together with any other severance payments or separation benefits, is benefits that are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any final regulations and official guidance promulgated thereunder (“Section 409A”) (together, the “Deferred PaymentsCompensation Separation Benefits”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payments or separation benefits payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) of the Treasury Regulations will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (b) Further409A. In addition, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Compensation Separation Benefits that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable in a lump sum (without interest) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred PaymentsCompensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph will be payable in a lump sum (without interest) as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance . To the extent any payment that satisfies the requirements of the under this Agreement may be classified as a “short-term deferral” rule set forth in within the meaning of Section 1.409A-1(b)(4) of the Treasury Regulations 409A, such payment shall not constitute Deferred Payments be deemed a short-term deferral, even if it may also qualify for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation exemption from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes under another provision of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (d) 409A. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee Executive and the Company agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments Agreement or benefits payable to Employeeelsewhere, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the meaning of Section 409A. (b) Further, if Employee Executive is a “specified employee” as determined pursuant to Section 409A of the Code as of the date of Executive’s Separation From Service and if any payment or benefit provided for in this Agreement or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A at and (y) cannot be paid or provided in the time of Employee’s separation from service (other than due manner otherwise provided without subjecting Executive to death)“additional tax”, interest or penalties under Section 409A, then any Deferred Payments such payment or benefit that otherwise are is payable within during the first six (6) months following EmployeeExecutive’s separation from service will become payable Separation From Service shall be paid or provided to Executive in a cash lump-sum, with interest at LIBOR, on the first payroll date that occurs on or after business day of the date six (6) months and one (1) day seventh calendar month following the date of Employeemonth in which Executive’s separation from serviceSeparation From Service occurs. All subsequent Deferred PaymentsIn addition, if any, will be payable in accordance with the payment schedule applicable to each any payment or benefitbenefit due upon a termination of Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided to Executive upon a Separation From Service (as defined in Section 5(b) above). Notwithstanding anything herein to the contrarycontrary in this Section 5 or elsewhere, any payment or benefit under this Section 5, or otherwise, that is exempt from Section 409A pursuant to Final Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second taxable year of Executive following the taxable year of Executive in which the Separation From Service occurs; and provided further that such expenses are reimbursed no later than the last day of the third taxable year following the taxable year of Executive in which the Separation From Service occurs. Finally, for the purposes of this Agreement, amounts payable under Section 5 shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the event of Employee’s death following Employee’s separation from service but prior to the six exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (6) month anniversary of Employee’s separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment that satisfies the requirements of the “short-term deferraldeferrals”) and (b)(9) (“separation pay plans,” rule set forth in Section 1.409A-1(b)(4including the exception under subparagraph (iii)) and other applicable provisions of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated1.409A-1 through A-6. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to EmployeeDeferred Payments, if any, payable to Executive pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. 409A of the Code and the final regulations and official guidance thereunder (“Section 409A”). Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (b) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph Section 7(b)(ii) will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the Agreementherein. Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes herein. Any payments or benefits due under Section 6 of this Agreement will be paid as provided under this Agreement, but in no event later than the last day of the Agreement. For purposes second taxable year of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during EmployeeExecutive following Executive’s taxable year preceding Employee’s taxable year of Employeein which Executive’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) from the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedCompany occurs. (d) The foregoing provisions are intended to comply with the requirements For purposes of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409Athis Agreement, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.“

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to EmployeeExecutive, if any, pursuant to this Agreement thatAgreement, that when considered together with any other severance payments or separation benefits, is benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) under Section 409A of the Internal Revenue Code, as amended (the “Code”) and the final regulations and official guidance thereunder (“Section 409A”) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following Employee’s his separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph Section 4(b)(ii) will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreementherein. Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes of the Agreement. herein. (iv) For purposes of this subsection (c)Agreement, “Section 409A Limit” will mean the lesser of means two (2) timestimes the lesser of: (ix) EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to Employee Executive during EmployeeExecutive’s taxable year preceding EmployeeExecutive’s taxable year of EmployeeExecutive’s separation from service termination of employment as determined under under, and with such adjustments as are set forth in, Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; , or (iiy) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments or other benefits payable to EmployeeExecutive, if any, pursuant to this Agreement thatAgreement, when considered together with any other severance payments or separation benefits, is other benefits that are considered deferred compensation under Section 409A of the Code (“Section 409A”) (together, the “Deferred PaymentsCompensation Separation Benefits”) will be payable until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), then, to the extent required for compliance with Section 409A, any Deferred Payments Compensation Separation Benefits that otherwise are payable as a result of Executive’s separation from service within the first six (6) months following EmployeeExecutive’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred PaymentsCompensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service but prior to the six (6) month anniversary of Employee’s separation from service (or any later delay date)the separation, 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 EmployeeExecutive’s death and all other Deferred Payments Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. clause (i) above. (iv) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does do not exceed the Section 409A Limit shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: clause (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (dv) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) Payments will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(91.409A‑1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (b) Further409A. In addition, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to before the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of under Section 1.409A-2(b)(2) of the Treasury Regulations. (cb) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the this Agreement. . (c) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes of the this Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (d) The foregoing provisions are intended to comply with with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement 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. Employee Specifically, the payments hereunder are intended to be exempt from the Requirements of Section 409A under the “short-term” deferral rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to before actual payment to Employee Executive under Section 409A.409A. In no event will the Company reimburse Executive for any taxes or other costs that may be imposed on Executive as a result of Section 409A or any other law.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation not exempt under Section 409A (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. And for purposes of this Agreement, any reference to “termination of employment,” “termination” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination of employment (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, instalment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(41.409A- 1(b)(4) of the Treasury Regulations shall is not intended to constitute Deferred Payments for purposes of the Agreement. Any severance payment clause (i) above. (iv) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall is not intended to constitute Deferred Payments for purposes of clause (i) above. Any payment intended to qualify under this exemption must be made within the Agreement. For allowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. (v) To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of this subsection Section 409A, (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 the expense was incurred by Executive, “Section 409A Limit” will mean the lesser of two (2) times: any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii3) the maximum amount that may 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 taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year provided, in which Employee’s employment is terminatedany other calendar year. (dvi) The foregoing provisions payments and benefits provided under Sections 6(a) are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement thatAgreement, when considered together with any other severance payments or separation benefits, is benefits that are considered deferred compensation under Section 409A (together, the “Deferred PaymentsCompensation Separation Benefits”) will be payable paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (b) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Compensation Separation Benefits that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred PaymentsCompensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. clause (a) above. (d) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreementclause (a) above. For purposes of this subsection (c)Agreement, “Section 409A Limit” will mean the lesser of two (2) times: (i) EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to Employee Executive during Employeethe Executive’s taxable year preceding EmployeeExecutive’s taxable year of EmployeeExecutive’s separation from service termination of employment as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which EmployeeExecutive’s employment is terminated. (de) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) Payments will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payments or benefits payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (b) Further409A. In addition, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to before the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of under Section 1.409A-2(b)(2) of the Treasury Regulations. (cb) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the this Agreement. . (c) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes of the this Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (d) The foregoing provisions are intended to comply with with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement 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. Employee Specifically, the payments hereunder are intended to be exempt from the Requirements of Section 409A under the “short-term” deferral rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to before actual payment to Employee Executive under Section 409A.409A. In no event will the Company reimburse Executive for any taxes or other costs that may be imposed on Executive as a result of Section 409A or any other law.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherAny severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if Employee later, such time as required by Section 8(c)(iii). Except as required by Section 8(c)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (civ) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of clause (i) above. It is the Agreement. intent of this Agreement that all cash severance payments under Section 7(a)(i) paid within 2 1/2 months following the end of the year of the Executive’s termination will satisfy the requirements of the “short-term deferral” rule. (v) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: clause (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (dvi) The foregoing provisions are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (a) 9.1. Notwithstanding anything to the contrary in this AgreementPlan, no severance payments Severance Benefits to be paid or benefits payable provided to Employeea Participant, if any, pursuant to under this Agreement Plan that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be payable paid or provided until Employee the Participant has a “separation from service” within the meaning of Section 409A. Similarly, no severance Severance Benefits payable to Employeea Participant, if any, pursuant to under this Agreement Plan that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee the Participant has a “separation from service” within the meaning of Section 409A. (b) Further9.2. It is intended that none of the Severance Benefits will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 9.3 below or resulting from an involuntary separation from service as described in Section 9.4 below. In no event will a Participant have discretion to determine the taxable year of payment of any Deferred Payment. 9.3. Notwithstanding anything to the contrary in this Plan, if Employee a Participant is a “specified employee” within the meaning of Section 409A at the time of Employeethe Participant’s separation from service (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) 6 months following Employeethe Participant’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) 6 months and one (1) 1 day following the date of Employeethe Participant’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employeethe Participant’s death following Employeethe Participant’s separation from service service, but prior to before the six (6) 6 month anniversary of Employee’s the separation from service (or any later delay date)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 Employeethe Participant’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement this Plan is intended to constitute a separate payment for purposes of under Section 1.409A-2(b)(2) of the Treasury Regulations. (c) 9.4. Any severance payment amount paid under this Plan that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the Agreementthis Section 9. 9.5. Any severance payment amount paid under this Plan that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii1.409A- 1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall will not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated9. (d) 9.6. The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement Severance Benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complycomply or be exempt. Employee Notwithstanding anything to the contrary in the Plan, including but not limited to Sections 11 and 13, the Company agree reserves the right to work together amend the Plan as it deems necessary or advisable, in good faith its sole discretion and without the consent of the Participants, to consider amendments comply with Section 409A or to avoid income recognition under Section 409A prior to the Agreement and to take such reasonable actions which are necessary, appropriate actual payment of Severance Benefits or desirable to avoid imposition of any additional tax tax. In no event will the Company reimburse a Participant for any taxes or income recognition prior to actual payment to Employee under other costs that may be imposed on the Participant as result of Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to the Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable until the Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to the Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the meaning of Section 409A.409A. To the extent required to be exempt from or comply with Section 409A, references to the termination of the Employee’s employment, Termination Date, or similar phrases used in this Agreement will mean the Employee’s “separation from service” within the meaning of Section 409A. In the event that it is possible for the Release deadline date set forth in Section 5 to occur in the calendar year immediately following the calendar year in which the termination of the Employee’s employment occurs, then subject to the delay in the next paragraph, any Deferred Payments otherwise payable under this Agreement prior to the sixtieth (60th) day following separation from service will be paid on the sixtieth (60th) day following separation from service, and any subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit under this Agreement. (b) Further, if Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to the Employee’s death), any Deferred Payments that otherwise are payable within the first six (6) months following the Employee’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of the Employee’s death following the Employee’s separation from service but prior to the six (6) month anniversary of the Employee’s separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed is within the Section 409A Limit limit set forth thereunder shall not constitute Deferred Payments for purposes of the Agreement. For purposes No reimbursement of any taxable expenses incurred by the Employee that the Employee is entitled to receive under this subsection (c), “Section 409A Limit” Agreement will mean be paid later than the lesser last day of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s following the taxable year in which the expense was incurred; any such expenses incurred in one taxable year of the Employee will not affect the expenses eligible for reimbursement in another taxable year of the Employee; the right to any such reimbursement is not subject to liquidation or exchange for another benefit; and no such expenses will be reimbursed after the ten-year anniversary of the Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminateddeath. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities and ambiguous terms herein will be interpreted to so comply. The Employee and the Company agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Employee under Section 409A. In no event will the Employee have any discretion to choose the Employee’s taxable year in which any payments or benefits are provided under this Agreement. In no event will the Company Group or any affiliate of the Company Group have any responsibility, liability or obligation to reimburse, indemnify or hold harmless the Employee for any taxes, penalties or interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable specified herein and to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable or separation benefits provided to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(91.409A‑1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherIt is intended that none of the severance payments or separation benefits provided under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 6(c)(iv), below, or resulting from an involuntary separation from service as described in Section 6(c)(v) below. In no event will Executive have discretion to determine the taxable year of payment of any Deferred Payment. Any severance payments or separation benefits provided under this Agreement that would be considered Deferred Payments will be paid on, or in the case of installments, will commence on the Release Deadline Date or, if Employee later, such time as required by Section 6(c)(iii). Except as required by Section 6(c)(iii), any payments that would have been made to Executive during the fifty-two (52) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the Release Deadline Date and any remaining payments will be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of EmployeeExecutive’s death following EmployeeExecutive’s separation from service service, but prior to before the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of under Section 1.409A-2(b)(2) of the Treasury Regulations. (civ) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the Agreement. Section 6(c)(i), above. (v) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that but which does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (cSection 6(c)(i), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (dvi) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so 409A, such that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complycomply or be exempt. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to before actual payment to Employee Executive under Section 409A.409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as result of Section 409A, or otherwise under applicable law (including in connection with any equity award existing as of the Effective Date or hereafter awarded, or any payments or benefits to be provided or payable to Executive hereunder).

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments benefits to be paid or benefits payable provided to EmployeeExecutive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefitsbenefits that Executive may receive, is are considered deferred compensation under Code Section 409A 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred PaymentsConsideration”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable consideration due to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (b) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), then any Deferred Payments Consideration that otherwise are payable is due within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable due on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred PaymentsConsideration, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments consideration delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments Consideration will be payable due in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments Consideration for purposes of the Agreement. clause (a) above. (d) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments Consideration for purposes of the Agreement. For purposes of this subsection clause (c), “Section 409A Limit” will mean the lesser of two (2a) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (de) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement thatAgreement, when considered together with any other severance payments or separation benefits, is benefits that are considered deferred compensation under Section 409A (together, the “Deferred PaymentsCompensation Separation Benefits”) will be payable paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (b) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee is a Executive isa “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other termination(other than due to death), any then the Deferred Payments Compensation Separation Benefits that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred PaymentsCompensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment payments for purposes of Section 1.409A-2(b)(2l.409A- 2(b)(2) of the Treasury Regulations. (c) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4l.409A-l(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. clause (a) above. (d) Any severance payment 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)(iii1.409A- l (b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreementclause (a) above. For purposes of this subsection (c)Agreement, “Section 409A Limit” will mean the lesser of two (2) times: (i) EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to Employee Executive during Employeethe Executive’s taxable year preceding EmployeeExecutive’s taxable year of EmployeeExecutive’s separation from service termination of employment as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1l .409A-l(b)(9)(iii)(A)(l) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(1740l(a)(17) of the Code for the year in which EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement thatAgreement, when considered together with any other severance payments or separation benefits, is benefits that are considered deferred compensation under Section 409A (together, the “Deferred PaymentsCompensation Separation Benefits”) will be payable paid or otherwise provided until Employee has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (b) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Compensation Separation Benefits that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred PaymentsCompensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. clause (a) above. (d) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreementclause (a) above. For purposes of this subsection (c)Agreement, “Section 409A Limit” will mean the lesser of two (2) times: (i) EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to Employee Executive during Employeethe Executive’s taxable year preceding EmployeeExecutive’s taxable year of EmployeeExecutive’s separation from service termination of employment as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (a) i. Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation not exempt under Section 409A (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. And for purposes of this Agreement, any reference to “termination of employment,” “termination” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (b) Furtherii. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination of employment (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment iii. Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(41.409A- 1(b)(4) of the Treasury Regulations shall is not intended to constitute Deferred Payments for purposes of the Agreementclause (i) above. iv. Any severance payment Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall is not intended to constitute Deferred Payments for purposes of clause (i) above. Any payment intended to qualify under this exemption must be made within the Agreement. For allowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. v. To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of this subsection Section 409A, (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 the expense was incurred by Executive, “Section 409A Limit” will mean the lesser of two (2) times: any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (i3) Employee’s annualized compensation based upon the annual rate amount of pay paid 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 Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined be provided, in any other calendar year. vi. The payments and benefits provided under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1Sections 6(a) and any Internal Revenue Service guidance issued with respect thereto; or (ii6(b) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (d) The foregoing provisions are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to EmployeeExecutive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (b) Further, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other than due to death), any Deferred Payments that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of EmployeeExecutive’s death following EmployeeExecutive’s separation from service but prior to the six (6) month anniversary of EmployeeExecutive’s separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to Employee Executive during Employeethe Company’s taxable year preceding Employeethe Company’s taxable year of EmployeeExecutive’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee Executive and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.”

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to EmployeeExecutive, if any, pursuant to this Agreement thatAgreement, that when considered together with any other severance payments or separation benefits, is benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and official guidance thereunder (“Section 409A”) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following Employee’s his separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph Section 9(b)(ii) will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreementherein. Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes of the Agreement. herein. (iv) For purposes of this subsection (c)Agreement, “Section 409A Limit” will mean the lesser of means two (2) timestimes the lesser of: (ix) EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to Employee Executive during EmployeeExecutive’s taxable year preceding EmployeeExecutive’s taxable year of EmployeeExecutive’s separation from service termination of employment as determined under under, and with such adjustments as are set forth in, Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; , or (iiy) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this the Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this the Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation under Code Section 409A and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has had a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has had a “separation from service” within the sf-3879486 meaning of Section 409A.409A. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (bii) FurtherAny severance payments or benefits under the Agreement that would be considered Deferred Payments will be paid or will commence on the sixtieth (60th) day following Executive’s separation from service (with the first payment equal to the unpaid amounts of severance that accrued during the sixty (60) days following the Date of Termination), or, if Employee later, such time as required by the next paragraph. (iii) Notwithstanding anything to the contrary in the Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments that would otherwise are have been payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable be paid on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service, but in no event later than seven months after the date of such separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable . (iv) Any amount paid under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the AgreementPayments. Any severance payment amount paid under the Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute constituted Deferred Payments for purposes of the AgreementPayments. For purposes of this subsection (c)purpose, the “Section 409A Limit” will mean the lesser of two (2) timestimes the lesser of: (i) EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to Employee Executive during EmployeeExecutive’s taxable year preceding Employee’s the taxable year of EmployeeExecutive’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which EmployeeExecutive’s employment is terminatedseparation from service occurred. (dv) To the extent that the reimbursement of any expenses or the provision of any in-kind benefits pursuant to this Agreement is subject to Section 409A, (i) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided hereunder during any one calendar year shall not affect the amount of such expenses eligible for reimbursement or in-kind benefits to be provided hereunder in any other calendar year; (ii) all such expenses eligible for reimbursement hereunder shall be paid to Executive as soon as administratively practicable after any documentation required for reimbursement for such expenses has been submitted, but in any event by no later than December 31st of the calendar year following the calendar year in which such expenses were incurred; and (iii) Executive’s right to receive any such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for any other benefit. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee Employer and the Company Executive agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.409A. sf-3879486

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to Employee, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Internal Revenue Code Section 409A (together, the “Deferred Payments”) will be payable until Employee has a “separation from service” within the meaning of Section 409A. 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(91.409A‑1(b)(9) will be payable until Employee has a “separation from service” within the meaning of Section 409A. (b) Further, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s separation from service (other than due to death), any Deferred Payments that otherwise are payable within the first six (6) months following Employee’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death following Employee’s separation from service but prior to the six (6) month anniversary of Employee’s separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes of the Agreement. Any severance payment that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii1.409A‑1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this the Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to the Executive, if any, pursuant to this the Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee the Executive has had a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employeethe 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 Employee the Executive has had a “separation from service” within the meaning of Section 409A.409A. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (bii) FurtherAny severance payments or benefits under the Agreement that would be considered Deferred Payments will be paid or will commence on the sixtieth (60th) day following the Executive’s separation from service (with the first payment equal to the unpaid amounts of severance that accrued during the sixty (60) days following the Date of Termination), or, if Employee later, such time as required by the next paragraph. (iii) Notwithstanding anything to the contrary in the Agreement, if the Executive is a “specified employee” within the meaning of Section 409A at the time of Employeethe Executive’s separation from service termination (other than due to death), any then the Deferred Payments that would otherwise are have been payable within the first six (6) months following Employeethe Executive’s separation from service service, will become payable be paid on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employeethe Executive’s separation from service, but in no event later than seven months after the date of such separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in if the event of Employee’s death Executive dies following Employeethe Executive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 Employeethe Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable . (iv) Any amount paid under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the AgreementPayments. Any severance payment amount paid under the Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute constituted Deferred Payments for purposes of the AgreementPayments. For purposes of this subsection (c)purpose, the “Section 409A Limit” will mean the lesser of two (2) timestimes the lesser of: (i) Employeethe Executive’s annualized compensation based upon the annual rate of pay paid to Employee him during Employeethe Executive’s taxable year preceding Employee’s her taxable year of Employee’s her separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which Employeethe Executive’s employment is terminatedseparation from service occurred. (dv) To the extent that the reimbursement of any expenses or the provision of any in-kind benefits pursuant to this Agreement is subject to Section 409A, (i) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided hereunder during any one calendar year shall not affect the amount of such expenses eligible for reimbursement or in-kind benefits to be provided hereunder in any other calendar year; (ii) all such expenses eligible for reimbursement hereunder shall be paid to the Executive as soon as administratively practicable after any documentation required for reimbursement for such expenses has been submitted, but in any event by no later than December 31 of the calendar year following the calendar year in which such expenses were incurred; and (iii) the Executive’s right to receive any such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for any other benefit. (vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee Employer and the Company Executive agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee the Executive under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to EmployeeDeferred Payments, if any, payable to Executive pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. 409A of the Code and the final regulations and official guidance thereunder (“Section 409A”). Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph Section 7(b)(ii) will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the Agreementherein. Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes herein. Any payments or benefits due under Section 7 of this Agreement will be paid no later than the last day of the Agreement. second taxable year of Executive following Executive’s taxable year in which Executive’s separation from service from the Company occurs. (iv) For purposes of this subsection (c)Agreement, “Section 409A Limit” will mean the lesser of means two (2) timestimes the lesser of: (ix) EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to Employee Executive during EmployeeExecutive’s taxable year preceding EmployeeExecutive’s taxable year of EmployeeExecutive’s separation from service termination of employment as determined under under, and with such adjustments as are set forth in, Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; , or (iiy) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement thatAgreement, when considered together with any other severance payments or separation benefits, is benefits that are considered deferred compensation under Section 409A (together, the “Deferred PaymentsCompensation Separation Benefits”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (b) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination (other than due to death), any then the Deferred Payments Compensation Separation Benefits that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred PaymentsCompensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-short- term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments Compensation Separation Benefits for purposes of the Agreement. clause (a) above. (d) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall will not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.Compensation Separation Benefits

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments pay or benefits payable to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation not exempt under Section 409A (as defined below) (together, the “Deferred Payments”) ), will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. And for purposes of this Agreement, any reference to “termination of Employment,” “termination” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Regulations Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination of Employment (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall is not intended to constitute Deferred Payments for purposes of the Agreement. Any severance payment clause (i) above. (iv) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii1.409A- 1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) is not intended to constitute Deferred Payments for purposes of clause (i) above. Any payment intended to qualify under this exemption must be made within the Agreement. For allowable time period specified in Section 1.409A- 1(b)(9)(iii) of the Treasury Regulations. (v) Notwithstanding the payment provisions of Section 6, in the event and to the extent that the form of the severance benefit or payment to be provided after a Change in Control is different than the form of such severance benefit or payment to be provided prior to a Change in Control and if the applicable severance benefit or payment is a Deferred Payment, then the form of post-Change in Control severance benefit or payment shall be given effect only to the extent permitted by Section 409A and if not so permitted, such post-Change in Control severance benefit or payment shall be provided in the same form that applies prior to the Change in Control. (vi) To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of this subsection Section 409A, (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 the expense was incurred by Executive, “Section 409A Limit” will mean the lesser of two (2) times: any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii3) the maximum amount that may 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 taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year provided, in which Employee’s employment is terminatedany other calendar year. (dvii) The foregoing provisions payments and benefits provided under Sections 6(a) and 6(b) are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee Executive under Section 409A.

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable specified herein and to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable or separation benefits provided to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherIt is intended that none of the severance payments or separation benefits provided under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 6(c)(iv), below, or resulting from an involuntary separation from service as described in Section 6(c)(v) below. In no event will Executive have discretion to determine the taxable year of payment of any Deferred Payment. Any severance payments or separation benefits provided under this Agreement that would be considered Deferred Payments will be paid on, or in the case of installments, will commence on the Release Deadline Date or, if Employee later, such time as required by Section 6(c)(iii). Except as required by Section 6(c)(iii), any payments that would have been made to Executive during the fifty-two (52) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the Release Deadline Date and any remaining payments will be made as provided in this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of EmployeeExecutive’s death following EmployeeExecutive’s separation from service service, but prior to before the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of under Section 1.409A-2(b)(2) of the Treasury Regulations. (civ) Any severance payment amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the Agreement. Section 6(c)(i), above. (v) Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that but which does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes of the Agreement. For purposes of this subsection (cSection 6(c)(i), “Section 409A Limit” will mean the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during Employee’s taxable year preceding Employee’s taxable year of Employee’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminatedabove. (dvi) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so 409A, such that none of the severance payments and benefits to be provided under the Agreement hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complycomply or be exempt. Employee The Company and the Company Executive agree to work together in good faith to consider amendments to the this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to before actual payment to Employee Executive under Section 409A.409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as result of Section 409A, or otherwise under applicable law (including in connection with any equity award existing as of the Effective Date or hereafter awarded, or any payments or benefits to be provided or payable to Executive hereunder).

Section 409A. (ai) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits payable to EmployeeDeferred Payments, if any, payable to Executive pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. 409A of the Code and the final regulations and official guidance thereunder (“Section 409A”). Similarly, no severance payable to EmployeeExecutive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee Executive has a “separation from service” within the meaning of Section 409A. (bii) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)service, then any payments delayed in accordance with this paragraph Section 7(b)(ii) will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (ciii) Any severance payment that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall will not constitute Deferred Payments for purposes of the Agreementherein. Any severance payment amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) will not constitute Deferred Payments for purposes herein. Any payments or benefits due under Section 6 of this Agreement will be paid as provided under this Agreement, but in no event later than the last day of the Agreement. second taxable year of Executive following Executive’s taxable year in which Executive’s separation from service from the Company occurs. (iv) For purposes of this subsection (c)Agreement, “Section 409A Limit” will mean the lesser of means two (2) timestimes the lesser of: (ix) EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to Employee Executive during EmployeeExecutive’s taxable year preceding EmployeeExecutive’s taxable year of EmployeeExecutive’s separation from service termination of employment as determined under under, and with such adjustments as are set forth in, Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; , or (iiy) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which EmployeeExecutive’s employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments payment or benefits payable benefit to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation not exempt under Section 409A (togetheras defined below) (each, the a “Deferred PaymentsPayment”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly409A and for purposes of this Agreement, no severance payable any reference to Employee, if any, pursuant “termination of employment,” “termination” or any similar term shall be construed to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has mean a “separation from service” within the meaning of Section 409A. (b) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination of employment (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall is not intended to constitute a Deferred Payments Payment for purposes of the Agreement. Any severance payment Section 8(a) above. (d) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) is not intended to constitute a Deferred Payments Payment for purposes of Section 8(a) above. Any payment intended to qualify under this exemption must be made within the Agreementallowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of means two (2) timestimes the lesser of: (i) EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to Employee Executive during EmployeeExecutive’s taxable year preceding EmployeeExecutive’s taxable year of Employee’s his or her separation from service as determined under Treasury Regulation Regulations Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which EmployeeExecutive’s employment is terminatedseparation from service occurred. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no severance payments payment or benefits payable benefit to Employeebe paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, is are considered deferred compensation not exempt under Section 409A (togetheras defined below) (each, the a “Deferred PaymentsPayment”) will be payable paid or otherwise provided until Employee Executive has a “separation from service” within the meaning of Section 409A. Similarly409A and for purposes of this Agreement, no severance payable any reference to Employee, if any, pursuant “termination of employment,” “termination” or any similar term shall be construed to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Employee has mean a “separation from service” within the meaning of Section 409A. (b) FurtherNotwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A at the time of EmployeeExecutive’s separation from service termination of Employment (other than due to death), any then the Deferred Payments Payments, if any, that otherwise are payable within the first six (6) months following EmployeeExecutive’s separation from service service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Employee’s death if Executive dies following EmployeeExecutive’s separation from service service, but prior to the six (6) month anniversary of Employee’s the separation from service (or any later delay date)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 EmployeeExecutive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment payment, installment and benefit payable under the this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Any severance payment Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall is not intended to constitute a Deferred Payments Payment for purposes of the Agreement. Any severance payment Section 8(a) above. (d) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall (as defined below) is not intended to constitute a Deferred Payments Payment for purposes of Section 8(a) above. Any payment intended to qualify under this exemption must be made within the Agreementallowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. For purposes of this subsection (c), “Section 409A Limit” will mean the lesser of means two (2) timestimes the lesser of: (i) EmployeeExecutive’s annualized compensation based upon the annual rate of pay paid to Employee Executive during EmployeeExecutive’s taxable year preceding EmployeeExecutive’s taxable year of Employee’s his or her separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which EmployeeExecutive’s employment is terminatedseparation from service occurred. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided under the Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.