Common use of Section 409A Clause in Contracts

Section 409A. Notwithstanding any other provision in the Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any other provision in the of this Agreement to the contrary, if and to in the extent event that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention a majority of the Companies Board determines that such benefits shall, any amounts payable pursuant to the extent practicable, comply with, or this Agreement may be exempt from, subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that Company determines are otherwise necessary or appropriate to: (i) exempt such payments from Section 409A in a manner that would cause and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In and thereby avoid the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined application of penalty taxes under Section 409A); provided that no such amendments, any payment of deferred compensation subject to Section 409A to be made policies, procedures or actions shall reduce the economic value to the Executive upon a separation of this Agreement from service may not the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be made before interpreted or construed to transfer any liability for failure to comply with the date that is six months after requirements of Section 409A from the Executive’s separation from service Executive or any other individual to the Company or any of its Affiliates, employees or agents. (or death, if earlier). b) To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever installment payments under the this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A. 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent not otherwise specified in the Agreement, all (A) that any reimbursements and (B) or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Agreement Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be made paid or provided in accordance with the requirements of Section 409Areimbursed reasonably promptly, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may but not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day December 31 of the calendar year following the year in which the expense is was incurred; , and (4in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement or in kind benefits is of any such expenses shall not be subject to liquidation or exchange for another any other benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. Notwithstanding any other provision 21.1 This Agreement is intended to comply with Section 409A of the Code and the regulations issued thereunder (“Section 409A”) or an exemption thereunder and shall be construed and interpreted in a manner consistent with the Agreement to the contrary, if requirements for avoiding additional taxes or penalties under Section 409A. 21.2 If and to the extent that any portion of any payment provided to the Participant under this Agreement in connection with the Participant’s separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is deemed a “specified employee” as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with the procedures separately adopted by the Company for this purpose, by which determination the Participant, as a condition to apply to any benefit accepting benefits under this Agreement and the AgreementPlan, it agrees that he or she is the general intention bound, such portion of the Companies shares of the Company’s common stock to be delivered on a vesting date or the cash equivalent shall not be delivered or paid before the earlier of (i) the day that is six months plus one day after the date of separation from service (as determined under Section 409A) or (ii) the tenth 10th day after the date of the Participant’s death (as applicable, the “New Payment Date”). The cash equivalent of the shares that otherwise would have been delivered to the Participant during the period between the date of separation from service and the New Payment Date or the shares themselves shall be paid or delivered to the Participant on such benefits shallNew Payment Date, and any remaining shares or the cash equivalent will be delivered on their original schedule. Neither the Company nor the Participant shall have the right to accelerate or defer the delivery of any such shares or cash payment except to the extent practicable, specifically permitted or required by Section 409A. This Agreement is intended to comply with, or be exempt from, with the provisions of Section 409A, 409A and this Agreement and the Agreement Plan shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Terms defined in this Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to Plan shall have the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined meanings given such terms under Section 409A if and to the extent required under to comply with Section 409A. Whenever payments under 409A. 21.3 Notwithstanding the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicableforegoing, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made Company makes no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the this Agreement comply with Section 409A, 409A and in no event will shall the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) Participant on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.409A.

Section 409A. The parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulations Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Section 409A is applicable to this Agreement and any such payments and benefits, the parties intend that this Agreement and such payments and benefits comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision in the of this Agreement to the contrary, if this Agreement shall be interpreted, operated and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A administered in a manner that would cause Section 409A consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that contrary: (i) if at the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the time Executive’s employment hereunder terminates, Executive is determined to be a “specified employee,” (as defined in Treasury Regulations Section 1.409A-1(i) and determined using the identification methodology selected by the Company from time to time, or if none, the default methodology, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Section 409A), any payment and all amounts payable under this Agreement on account of deferred compensation subject to Section 409A to such termination of employment that would (but for this provision) be made to the Executive upon a separation from service may not be made before payable within six (6) months following the date that is six months after of termination, shall instead be paid in a lump sum on the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments first day of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his the date on which Executive’s employment terminates or, if earlier, upon Executive’s death; (ii) a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or her benefits upon or following a termination of employment unless such termination is also a “separation from service,” as defined in Treasury Regulations Section 1.409A-1(h) after giving effect to the presumptions contained therein, and and, for purposes of any remaining payments due will be made in their ordinary course as described in the such provision of this Agreement. For the purposes herein, the phrase references to “terminate,” “termination,” “termination of employment” or similar phrases will be interpreted in accordance with the term “and like terms shall mean separation from service” as defined ; (iii) each payment made under Section 409A if and to the extent required under Section 409A. Whenever payments under the this Agreement are to be made in installments, each such installment shall be deemed to be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments; and (iv) with regard to any provision in this Agreement that provides for purposes reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning of Treasury Regulations Section 409A. To the extent not otherwise specified in the Agreement1.409A-1(b), all (A) reimbursements and (B) the right to reimbursement or in-kind benefits provided under the Agreement shall not be made subject to liquidation or provided in accordance with the requirements of Section 409Aexchange for another benefit, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2B) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar any taxable year may shall not affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar taxable year; , and (3C) the reimbursement of an eligible expense such payments shall be made no later than two and a half months after the last day end of the calendar year following the year in which the expense is expenses were incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. Notwithstanding any other provision Awards granted under this Plan shall be designed and administered in a manner that they are either exempt from the Agreement to application of, or comply with, the contrary, if and to requirements of Code section 409A. To the extent that Section 409A the Committee determines that any Award is deemed subject to apply Code section 409A, the Agreement relating to any benefit such Award shall incorporate terms and conditions necessary to avoid the imposition on the Recipient of additional tax under the Agreement, it is the general intention of the Companies that such benefits shall, Code section 409A. Notwithstanding anything to the extent practicablecontrary in this Plan or any Agreement (unless such Agreement provides otherwise with specific reference to this section 13(D)): (i) no Award shall be granted, comply withdeferred, accelerated, extended, paid, settled, substituted or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A modified under this Plan in a manner that would cause Section 409A result in the imposition on a Recipient of additional tax under Code section 409A; and (ii) if an Award is subject to apply shall not be permitted unless Code section 409A, and if the Recipient to whom such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which Award is publicly traded on an established securities market or otherwise and the Executive granted is determined to be a “specified employee” (as defined under Section in Code section 409A, with such classification to be determined in accordance with methodology established by the Company), any no distribution or payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not any amount under such Award shall be made before the a date that is six months after following the Executivedate of such Recipient’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” (as defined under Section 409A in Code section 409A) or, if and earlier, the date of such Recipient’s death. The Company intends to the extent required under Section 409A. Whenever payments under the Agreement are to administer this Plan so that Awards will be made in installmentsexempt from, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreementor will comply with, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section Code section 409A, including, where applicable, ; provided that the requirement Company does not and shall not make any representation or warranty that (1) any reimbursement is Award under this Plan will qualify for expenses incurred during the Executive’s lifetime (favorable tax treatment under Code section 409A or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement provision of an eligible expense federal, state, local or foreign law. The Company shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable to any Recipient for all or any portion of any taxes, penaltiestax, interest or other expenses that may be incurred by penalties a Recipient might owe as a result of the Executive (grant, holding, vesting, exercise or payment of any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionAward.

Section 409A. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (“Section 409A”). Notwithstanding any other provision in the of this Agreement to the contrary, if and to in the extent event that Section 409A is deemed to apply to following the Effective Date, the Company determines in good faith that any benefit compensation or benefits payable under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, this Agreement may not be either exempt from or be exempt from, compliant with Section 409A, the Company shall adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective), or take any other commercially reasonable actions necessary or appropriate to (i) preserve the Agreement shallintended tax treatment of the compensation and benefits payable hereunder, to preserve the extent practicableeconomic benefits of such compensation and benefits, be construed in accordance therewith. Deferrals of and/or to avoid less favorable accounting or tax consequences for the Company and/or (ii) to exempt the compensation and benefits distributable pursuant to the Agreement that are otherwise exempt payable hereunder from Section 409A in a manner that would cause Section 409A or to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance comply with the requirements of Section 409A, including, where applicable, 409A and thereby avoid the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period application of time specified in the Agreement)penalty taxes thereunder; (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may however, that this Section 17(a) does not, and shall not affect be construed so as to, create any obligation on the expenses eligible for reimbursementpart of the Company to adopt any such amendments, policies or in kind benefits procedures or to be provided, in take any other calendar year; such actions or to indemnify Executive for any failure to do so. (3b) Notwithstanding anything herein to the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; contrary, Executive acknowledges and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) agrees that in the event that any tax is imposed under Section 409A requires that in respect to any special termscompensation or benefits payable to Executive, provisions, whether under this Agreement or conditions be included in the Agreementotherwise, then (i) the payment of such termstax shall be solely Executive’s responsibility, provisions (ii) neither the Company, its affiliates nor any of their respective past or present directors, officers, employees or agents shall have any liability for any such tax and conditions shall(iii) Executive shall indemnify and hold harmless, to the greatest extent practicablepermitted under law, be deemed to be made a part each of the Agreementforegoing from and against any claims or liabilities that may arise in respect of any such tax. (c) To the extent that any of the rights or potential rights to future payments under the Change of Control Severance Agreement constitute “nonqualified deferred compensation” (within the meaning of Section 409A), and (ii) terms used in if any, the Agreement shall be construed termination of such rights is undertaken in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided as permitted under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Internal Revenue Code Section 409A shall be paid under the applicable exceptionTreasury Regulation § 1.409A-3(j)(ix)(B).

Section 409A. Notwithstanding any other provision anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the PSUs may not so qualify, and in that case, the Agreement Committee shall administer the grant and settlement of such PSUs in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of Grantee’s termination of employment with the Company and to all Service Recipients, the extent that Section 409A Grantee is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A)409A of the Code, any then the Company will defer the commencement of the payment of deferred compensation subject any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A to be made to of the Executive upon a separation from service may not be made before Code until the date that is six months after and one day following the ExecutiveGrantee’s separation from service termination of employment with the Company (or deaththe earliest date as is permitted under Section 409A of the Code), if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments such payment or benefit is payable upon a termination of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreementemployment. For the purposes hereinof this Agreement, the phrase a “termination of employment” or similar phrases will be interpreted in accordance with shall have the term same meaning as “separation from service” as defined under Section 409A if of the Code and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment Grantee shall be deemed to be have remained employed so long as Grantee has not “separated from service” with the Company or Successor. Each payment of PSUs constitutes a “separate payment payment” for purposes of Section 409A. To 409A of the extent not otherwise specified in Code. Although the AgreementCompany intends to administer this Performance Share Unit Agreement so that the Award will be exempt from, all (A) reimbursements or will be interpreted and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with comply with, the requirements of Section 409A, including, where applicable409A of the Code, the requirement Company does not warrant that (1) the Award made under this Performance Share Unit Agreement will qualify for favorable tax treatment under Section 409A of the Code or any reimbursement is other provision of federal, state, local or foreign law. The Company shall not be liable to the Grantee for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursementany tax, interest, or in kind benefits provided, during penalties that Grantee might owe as a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day result of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Award made under this Performance Share Unit Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. Notwithstanding (a) This Agreement is intended to comply with or be exempt from Section 409A of the Code (together with the Department of Treasury regulations and other interpretive guidance issued thereunder (including, without limitation, any such regulations or other provision in guidance issued after the Agreement Grant Date, “Section 409A”) and, to the contraryextent applicable, if this Agreement shall be interpreted in accordance with Section 409A. (b) If and to the extent that (i) any portion of any payment, compensation or other benefit provided to the Participant pursuant to this Agreement in connection with his or her employment termination constitutes “nonqualified deferred compensation” within the meaning of Section 409A and (ii) the Participant is deemed to apply to any benefit under the Agreement, it is the general intention a specified employee as defined in Section 409A(a)(2)(B)(i) of the Companies that such benefits shallCode, to in each case as determined by the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed Company in accordance therewith. Deferrals with its procedures, by which determinations the Participant (through accepting the Award) agrees that he or she is bound, such portion of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply payment, compensation or other benefit shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made paid before the date day that is six months plus one day after the Executive’s date of “separation from service” (as determined under Section 409A) (the “New Payment Date”), except as Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service (or death, if earlier). To and the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will New Payment Date shall be accumulated and paid to the Executive during the seventh month following his or her separation from serviceParticipant in a lump sum on such New Payment Date, and any remaining payments due will be made in paid on their ordinary course as described in original schedule. (c) Notwithstanding any other provision of the Plan or this Agreement. For , if at any time the purposes hereinBoard determines that the Restricted Stock Units (or any portion thereof) may be subject to Section 409A, the phrase “termination Board shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments to this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Board determines are necessary or appropriate for Restricted Stock Units to be exempt from the application of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and or to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance comply with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period 409A. No provision of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the this Agreement shall be interpreted or construed in accordance to transfer any liability for failure to comply with the requirements of Section 409A if and from the Participant or any other individual to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all Company or any portion of any taxesits affiliates, penalties, interest employees or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionagents.

Section 409A. This Award is intended to be excepted from coverage under, or compliant with the provisions of, Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”) and shall be construed accordingly. Notwithstanding the foregoing or any other provision in of the Agreement Plan to the contrary, if the Award is subject to the provisions of Section 409A (and not excepted therefrom), the provisions of the Plan and this Agreement shall be administered, interpreted and construed in a manner necessary to comply with Section 409A (or disregarded to the extent that Section 409A is deemed to apply to any benefit under the such provision cannot be so administered, interpreted, or construed). For purposes of this Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, required by Section 409A, (i) termination of employment shall mean separation from service within the meaning of Section 409A(a)(2)(A)(i) of the Code and (ii) if the Issue Date is the Participant’s separation from service and the Participant is, on such date, a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code, the Issue Date shall be postponed as required thereunder. If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of Section 409A, Participant agrees that the Corporation may, without the consent of Participant, modify the Agreement shall, and the Award to the extent practicableand in the manner the Corporation deems necessary or advisable or take such other action or actions, be construed including an amendment or action with retroactive effect, that the Corporation deems appropriate in accordance therewith. Deferrals order either to preclude any such payments or benefits from being deemed “deferred compensation” within the meaning of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A or to provide such payments or benefits in a manner that would cause complies with the provisions of Section 409A to apply shall such that they will not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier)taxable thereunder. To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes hereinNotwithstanding, the phrase “termination of employment” or similar phrases will be interpreted in accordance Corporation makes no representations and/or warranties with the term “separation from service” as defined under Section 409A if and respect to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply compliance with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses Participant recognizes and acknowledges that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A could potentially impose upon Participant certain taxes or interest charges for which Participant is and shall be paid under the applicable exceptionremain solely responsible.

Section 409A. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any other provision in the of this Agreement to the contrary, if and in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Agreement may be subject to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the compensation and benefits payable under this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies 409A, and/or (or a successors theretoii) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance comply with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during that this Section 11 does not, and shall not be construed so as to, create any obligation on the part of the Company to adopt any such amendments, policies or procedures or to take any other such actions. In no event shall the Company, its affiliates or any of their respective officers, directors or advisors be liable for any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law. (b) Any right to a calendar year may not affect series of installment payments pursuant to this Agreement, including without limitation the expenses eligible for reimbursementSeverance, or in kind benefits is to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the treated as a right to reimbursement a series of separate payments. To the extent permitted under Section 409A, any separate payment or in kind benefits is benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used provided in the Agreement shall be construed exceptions in accordance with Treasury Regulation Section 409A if and to the extent required. Neither the Companies1.409A-1(b)(4), its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all 1.409A-1(b)(9) or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” applicable exception or another exception under Code provision of Section 409A shall be paid under the applicable exception.409A.

Section 409A. Notwithstanding any other provision in the Agreement foregoing, to the contraryextent that any payment due hereunder is (i) deferred compensation subject to Section 409A of the Code (“Section 409A”), if and (ii) is payable to a specified employee (as that term is defined in Section 409A), and (iii) is payable on account of the specified employee’s separation from service (as that term is defined in Section 409A), payment of any part of such amount that would have been made during the six (6) months following the separation from service shall not then be paid but shall rather be paid on the first day of the seventh (7th) month following the separation from service. (i) For this purpose, specified employees shall be identified by the Company on a basis consistent with regulations issued under Section 409A, and consistently applied to all plans, programs, contracts, etc. maintained by the Company that are subject to Section 409A. (ii) For this purpose, “termination of employment” shall be defined as “separation from service” as that term is defined under Section 409A. (iii) To the extent that Section 409A is deemed applicable to apply to any benefit under the this Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the this Agreement shall be construed in accordance and administered to comply with the rules of Section 409A if and to the extent required. 409A. Neither the CompaniesCompany nor any of its officers, its directors, agents or their Affiliatesaffiliates shall be obligated, the Boarddirectly or indirectly, the Committee, the board of directors of the Company, nor its or their designees or agents makes to any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all participant or any portion of other person for any taxes, penalties, interest or other expenses like amounts that may be incurred by imposed on the Executive (participant or any other person claiming through him or her) on account of non-compliance any amounts under this Plan or on account of any failure to comply with Section 409A. Any payments that qualify for any Code section. (iv) The rules of section 409A of the “short-term deferral” exception or another exception under Code Section 409A shall apply to this Agreement, and this Agreement shall be paid construed and administered accordingly. Notwithstanding the foregoing, neither the Company nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Agreement or on account of any failure to comply with any section of the applicable exceptionCode.

Section 409A. Notwithstanding any other provision in the (a) The parties intend for this Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, either comply with, or be exempt from, Section 409A, and all provisions of this Agreement shall be interpreted and applied accordingly. If any compensation or benefits provided by this Agreement may result in the application of Section 409A, the Company shall, subject to the Executive’s prior written approval, modify the Agreement shallin the least restrictive manner necessary in order to exclude such compensation from the definition of “deferral of compensation” within the meaning of Section 409A or in order to comply with the provisions of Section 409A and without any diminution in the value of the payments or benefits to the Executive. Each payment or reimbursement under this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. Any payments or reimbursements of any expenses provided for under this Agreement shall be made in accordance with Treas. Reg. §1.409A-3(i)(1)(iv). (b) To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Section 409A (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) and is treated as payable upon Separation from Service, then, if on the date of the Executive’s Separation from Service, the Executive is a Specified Employee, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable required for the Executive not to incur additional taxes pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section no such 409A to Payment shall be made to the Executive upon a separation from service may not be made before prior to the date that is earlier of (i) six (6) months after the Executive’s separation Separation from service Service or (ii) the date of the Executive’s death. Should this paragraph 21 result in payments or death, if earlier). To the extent that benefits to the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that at a later time than otherwise would have been made to under this Agreement, on the Executive during the six months following his first day any such payments or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will benefits may be made without incurring additional tax pursuant to Section 409A, the Company shall make such payments and provide such benefits as provided for in their ordinary course as described in the this Agreement. For purposes of this paragraph 21, the purposes herein, terms “Specified Employee” and “Separation from Service” shall have the meanings ascribed to them in Section 409A. The parties intend that the phrase “termination of employment” or and words and phrases of similar phrases will be interpreted import used in accordance this Agreement means a Separation From Service with the term “separation from service” as defined under Section 409A if Company and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionsubsidiaries.

Section 409A. Notwithstanding (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (except to the extent exempt as short-term deferrals or otherwise) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Corporation (with specificity as to the reason therefor) that the Executive believes that any other provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A of the Code or the Corporation independently makes such determination, the Corporation shall, after consulting with Executive and solely in the Agreement to the contrary, if event and to the extent that the Corporation’s outside counsel deems it necessary to avoid any such additional tax or interest, reform such provision to comply with Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier)Code. To the extent that any provision hereof is modified in order to comply with Section 409A of the Executive becomes subject Code, such modification shall be made in good faith and shall, to the six-month delay rulemaximum extent reasonably possible, all payments of deferred compensation subject to Section 409A that would have been made maintain the original intent and economic benefit to the Executive during and the six months following his Corporation of the applicable provision without violating the provisions of Section 409A of the Code. In no event shall the Corporation be required to pay Executive any “gross-up” or her separation from serviceother payment with respect to any taxes or penalties imposed under Section 409A of the Code with respect to any benefit paid or promised to Executive hereunder. (b) It is intended that each installment, if any, will be accumulated of the payments and paid benefits, if any, provided to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment 6 hereof shall be deemed to be treated as a separate payment “payment” for purposes of Section 409A. To 409A of the Code. Neither the Corporation nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent not otherwise specified in specifically permitted or required by Section 409 of the Agreement, all Code. (Ac) All reimbursements and (B) in-kind benefits provided under the this Agreement shall be made or provided in accordance with the requirements of Section 409A409A of the Code to the extent that such reimbursements or in-kind benefits are subject to Section 409A of the Code. All expenses or other reimbursements paid pursuant herewith that are taxable income to the Executive shall in no event be paid later than the end of the calendar year next following the calendar year in which Executive incurs such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, including, where applicableexcept as permitted by Section 409A of the Code, the requirement that (1) any right to reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) another benefit, the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar any taxable year may shall not affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar taxable year; (3, provided that, the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the reimbursement of an eligible expense Code, if applicable, solely because such expenses are subject to a limit related to the period the arrangement is in effect and such payments shall be made no later than on or before the last day of the calendar Executive’s taxable year following the taxable year in which the expense is incurred; and occurred. (4d) the right Whenever a payment under this Agreement specifies a payment period with reference to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Furthera number of days (e.g., (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to “payment shall be made a part within thirty (30) days following the Date of Separation from Service”), the actual date of payment within the specified period shall be within the sole discretion of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionCorporation.

Section 409A. Notwithstanding any other provision The following shall only be applicable if the Grantee is subject to taxation in the Agreement to United States or the contrary, if and to the extent that Section 409A Grantee is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, : (i) If any Granted Units (any payment in lieu thereof), shares of Common Stock in respect thereof or other benefit provided by the event that Company to the Grantee pursuant to this Agreement and in connection with the Grantee’s Service Termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A requires that any special termsand the Grantee is a specified employee as defined in Section 409A(2)(B)(i) as of the date of such Service Termination, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a no part of the Agreementsuch Granted Units (any payment in lieu thereof), and (ii) terms used shares of Common Stock in the Agreement respect thereof or other benefit shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its delivered or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its paid under this Agreement (other than a delivery or their designees or agents makes any representations payment that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the qualifies as a “short-term deferral” exception under Section 409A) to the Grantee during the period lasting six months from the date of such Service Termination unless the Company determines that there is no reasonable basis for believing that making such delivery or another exception under Code payment would cause the Grantee to suffer any adverse tax consequences pursuant to Section 409A. If any delivery or payment to the Grantee is delayed pursuant to the immediately preceding sentence, such payment instead shall be made on the first business day following the expiration of the six-month period referred to in that sentence. The Company shall consult with the Grantee in good faith regarding implementation of this section 6(g)(i); provided that neither the Company nor its employees or representatives shall have liability to the Grantee with respect thereto. (i) The parties acknowledge and agree that the interpretation of Section 409A and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, any Granted Units (any payment in lieu thereof), shares of Common Stock in respect thereof or other benefit provided by the Company to the Grantee that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with Section 409A. If however, the Granted Units (any payment in lieu thereof), shares of Common Stock in respect thereof or any other benefit is deemed to not comply with Section 409A, the Company and the Grantee agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any settlement of Granted Units or any payment in lieu thereof) so that either (i) Section 409A will not apply or (ii) compliance with Section 409A will be achieved; provided, however, that any resulting renegotiated terms shall provide to the Grantee the after-tax economic equivalent of what otherwise has been provided to the Grantee pursuant to the terms of this Agreement; provided, further that any deferral of payments or other benefits shall be only for such time period as may be required to comply with Section 409A. (ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the delivery of shares of Common Stock under vested Granted Units (or the payment of any amount in lieu thereof) subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision of this Agreement, references to a “Service Termination” or termination or interruption of “Continuous Service” or like terms shall mean separation from service. (iii) If under this Agreement, an amount is paid under or delivered in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment. (iv) Anything to the applicable exception.contrary herein or in the Plan or the Executive Severance Protection Plan notwithstanding, neither the Company or any of its Subsidiaries or Affiliates or any of their respective employees, directors, officers, agents or representatives nor any member of the Committee shall have any liability to a Grantee or otherwise with respect to the failure of the Plan, the Granted Units or the Award Agreement to comply with Section 409A.

Section 409A. Notwithstanding (a) This Agreement is intended to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. If either party notifies the other in writing that one or more or the provisions of this Agreement contravenes any other provision Treasury Regulations or guidance promulgated under Section 409A or causes any amounts to be subject to interest, additional tax or penalties under Section 409A, the parties shall agree to negotiate in good faith to make amendments to this Agreement as the Agreement parties mutually agree, reasonably and in good faith are necessary or desirable, to (i) maintain to the contrary, if maximum extent reasonably practicable the original intent of the applicable provisions without violating the provisions of Section 409A or increasing the costs to the Company of providing the applicable benefit or payment and (ii) to the extent that possible, to avoid the imposition of any interest, additional tax or other penalties under Section 409A is deemed to apply upon the parties. (b) To the extent the Executive would otherwise be entitled to any payment or benefit under the this Agreement, it is the general intention or any plan or arrangement of the Companies Company or its Affiliates, that such benefits shall, constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the date of termination of the Executive’s employment would be subject to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and additional tax because the Executive is determined to be a “specified employee” (within the meaning of Section 409A and as defined under Section 409Adetermined by the Company), any the payment of deferred compensation subject to Section 409A to or benefit will be made paid or provided to the Executive upon a separation from service may not be made before on the date that is first day following the six months after (6) month anniversary of the Executive’s separation from service (or deathtermination of employment or, if earlier). To , the extent Executive’s date of death. (c) Any payment or benefit due upon a termination of the Executive’s employment that represents a “deferral of compensation” within the Executive becomes subject to the six-month delay rule, all payments meaning of deferred compensation subject to Section 409A that would have been made shall be paid or provided to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term only upon a “separation from service” as defined in Treas. Reg. § 1.409A-1(h). Each payment made under Section 409A if and to the extent required under Section 409A. Whenever payments under the this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation § 1.409A-1 through A-6. To the extent not otherwise specified an annual bonus is payable under any provision of this Agreement, it shall be paid in the taxable year of the Company following the taxable year with respect to which the bonus relates, and not later than the 15th day of the third month of such taxable year; provided, that it shall not be a breach of this Agreement if payment is made later in such year to the extent financial results are not available by such date so long as payment is made no later than December 31 of such year. (d) Notwithstanding anything to the contrary in Agreement, all any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (AC) (relating to certain reimbursements and (B) in-kind benefits provided under the Agreement benefits) shall be made paid or provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during which the Executive’s lifetime “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which the Executive’s “separation from service” occurs. To the extent any expense reimbursement or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or during a shorter period of time specified in the Agreementotherwise); (2) , the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit (including tax return preparation fees and expenses described in Section 22(e)), in one calendar year shall not affect provision of in-kind benefits provided, during a calendar year may not affect the or expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year; year (3) the reimbursement of an eligible expense except for any life-time or other aggregate limitation applicable to medical expenses), and in no event shall any expenses be made no later than reimbursed after the last day of the calendar year following the calendar year in which the expense is incurred; Executive incurred such expenses, and (4) the in no event shall any right to reimbursement or in the provision of any in-kind benefits is not benefit be subject to liquidation or exchange for another benefit. Further, (i) Any reimbursement of tax preparer fees and expenses incurred due to a tax audit addressing the existence or amount of a tax liability shall be made by the end of the Executive’s taxable year following the Executive’s taxable year in which the event taxes that Section 409A requires that any special terms, provisions, or conditions be included in are subject of the Agreement, then such terms, provisions and conditions shall, audit are remitted to the extent practicabletaxing authority or, be deemed to be made if as a part result of such audit no taxes are remitted, by the end of the Agreement, and (ii) terms used Executive’s taxable year in which the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionaudit is completed.

Section 409A. Notwithstanding any (a) The delivery of the Holder’s Shares as described in Section 6 shall be made in accordance with such Section, provided that with respect to delivery due to termination of Employment for reasons other provision in than death, the Agreement to the contrary, if and to the extent that delivery at such time can be characterized as a “short-term deferral” for purposes of Section 409A is deemed to apply to any benefit under or as otherwise exempt from the Agreement, it is the general intention provisions of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, or if any portion of the delivery cannot be so characterized, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which Holder is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment such portion of deferred compensation subject the delivery shall be delayed until the earlier to Section 409A to be made to occur of the Executive upon a separation from service may not be made before Holder’s death or the date that is six months after and one day following the ExecutiveHolder’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments termination of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the AgreementEmployment. For the purposes hereinof this Agreement, the phrase terms “terminates,” “terminated,” “termination,” “termination of employment,” or similar phrases will be interpreted and variations thereof, as used in accordance with this Agreement to refer to the term Holder’s termination of Employment, are intended to mean a termination of employment that constitutes a “separation from service” as defined under Section 409A. (b) This Agreement and the Units provided hereunder are intended to comply with Section 409A if and to the extent required under Section 409A. Whenever payments under applicable thereto. Notwithstanding any provision of this Agreement to the Agreement are to be made in installmentscontrary, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the this Agreement shall be made or provided in accordance interpreted and construed consistent with this intent. Although the Company and the Committee intend to administer this Agreement so that it will comply with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicableapplicable, be deemed to be made a part of neither the Agreement, and (ii) terms used in Company nor the Committee represents or warrants that this Agreement shall be construed in accordance will comply with Section 409A if and to the extent requiredor any other provision of federal, state, local, or non-United States law. Neither the Companies, Company or its or their Affiliates, the Boardnor their respective directors, the Committeeofficers, the board of directors of the Company, nor its employees or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents advisers shall be liable for all or to any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive Holder (or any person other individual claiming a benefit through him the Holder) for any tax, interest, or her) on account penalties the Holder might owe as a result of non-compliance with participation in the Plan, and the Company and its Affiliates shall have no obligation to indemnify or otherwise protect any Holder from the obligation to pay any taxes pursuant to Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.409A.

Section 409A. Notwithstanding 4.7.1 This Agreement is intended to satisfy the requirements of Section 409A of the Code (“Section 409A”) with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. If either party notifies the other in writing that one or more or the provisions of this Agreement contravenes any other provision Treasury Regulations or guidance promulgated under Section 409A or causes any amounts to be subject to interest, additional tax or penalties under Section 409A, the parties shall agree to negotiate in good faith to make amendments to this Agreement as the Agreement parties mutually agree, reasonably and in good faith are necessary or desirable, to (i) maintain to the contrary, if maximum extent reasonably practicable the original intent of the applicable provisions without violating the provisions of Section 409A or increasing the costs to the Company of providing the applicable benefit or payment and (ii) to the extent that possible, to avoid the imposition of any interest, additional tax or other penalties under Section 409A is deemed to apply upon the parties. 4.7.2 To the extent the Executive would otherwise be entitled to any payment or benefit under the this Agreement, it is the general intention or any plan or arrangement of the Companies Company or its affiliates, that such benefits shall, constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the date of termination of the Executive’s employment would be subject to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and additional tax because the Executive is determined to be a “specified employee” (within the meaning of Section 409A and as defined under Section 409Adetermined by the Company), any the payment of deferred compensation subject to Section 409A to or benefit will be made paid or provided to the Executive upon a separation from service may not be made before on the date that is earlier of the first day following the six months after (6) month anniversary of the Executive’s separation from service (termination of employment or death, if earlier). To . 4.7.3 Any payment or benefit due upon a termination of the extent Executive’s employment that represents a “deferral of compensation” within the Executive becomes subject to the six-month delay rule, all payments meaning of deferred compensation subject to Section 409A that would have been made shall be paid or provided to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term only upon a “separation from service” as defined in Treas. Reg. § 1.409A-1(h). Each payment made under Section 409A if and to the extent required under Section 409A. Whenever payments under the this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation § 1.409A-1 through A-6. 4.7.4 Notwithstanding anything to the contrary in Agreement, any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which the Executive’s “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which the Executive’s “separation from service” occurs. To the extent not otherwise specified in any expense reimbursement or the Agreement, all (A) reimbursements and (B) provision of any in-kind benefits provided under benefit is determined to be subject to Section 409A (and not exempt pursuant to the Agreement shall be made prior sentence or provided in accordance with the requirements of Section 409Aotherwise), including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect provision of in-kind benefits provided, during a calendar year may not affect the or expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year; year (3) the reimbursement of an eligible expense except for any life-time or other aggregate limitation applicable to medical expenses), and in no event shall any expenses be made no later than reimbursed after the last day of the calendar year following the calendar year in which the expense is incurred; Executive incurred such expenses, and (4) the in no event shall any right to reimbursement or in the provision of any in-kind benefits is not benefit be subject to liquidation or exchange for another benefit.” 5. FurtherThis Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, (i) without regard to principles of conflicts of laws thereof that would call for the application of the substantive law of any jurisdiction other than the State of Delaware. 6. This Amendment may be executed in the event that Section 409A requires that any special termsone or more counterparts, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, each of which shall be deemed to be made a part duplicate original, but all of the Agreementwhich, and (ii) terms used in the Agreement taken together, shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionconstitute a single instrument.

Section 409A. Notwithstanding any other provision in the Agreement foregoing, to the contraryextent that any payment due hereunder is (i) deferred compensation subject to Section 409A of the Code (“Section 409A”), if and (ii) is payable to a specified employee (as that term is defined in Section 409A), and (iii) is payable on account of the specified employee’s separation from service (as that term is defined in Section 409A), payment of any part of such amount that would have been made during the six (6) months following the separation from service shall not then be paid but shall rather be paid on the first day of the seventh (7th) month following the separation from service. (1) For this purpose, specified employees shall be identified by the Company on a basis consistent with regulations issued under Section 409A, and consistently applied to all plans, programs, contracts, etc. maintained by the Company that are subject to Section 409A. (2) For this purpose, “termination of employment” shall be defined as “separation from service” as that term is defined under Section 409A. (3) To the extent that Section 409A is deemed applicable to apply to any benefit under the this Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the this Agreement shall be construed in accordance and administered to comply with the rules of Section 409A if and to the extent required. 409A. Neither the CompaniesCompany nor any of its officers, its directors, agents or their Affiliatesaffiliates shall be obligated, the Boarddirectly or indirectly, the Committee, the board of directors of the Company, nor its or their designees or agents makes to any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all participant or any portion of other person for any taxes, penalties, interest or other expenses like amounts that may be incurred by imposed on the Executive (participant or any other person claiming through him or her) on account of non-compliance any amounts under this Plan or on account of any failure to comply with Section 409A. Any payments that qualify for any Code section. (4) The rules of section 409A of the “short-term deferral” exception or another exception under Code Section 409A shall apply to this Agreement, and this Agreement shall be paid construed and administered accordingly. Notwithstanding the foregoing, neither the Company nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Agreement or on account of any failure to comply with any section of the applicable exceptionCode.

Section 409A. Notwithstanding 4.7.1 This Agreement is intended to satisfy the requirements of Section 409A of the Code (“Section 409A”) with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. If either party notifies the other in writing that one or more or the provisions of this Agreement contravenes any other provision Treasury Regulations or guidance promulgated under Section 409A or causes any amounts to be subject to interest, additional tax or penalties under Section 409A, the parties shall agree to negotiate in good faith to make amendments to this Agreement as the Agreement parties mutually agree, reasonably and in good faith are necessary or desirable, to (i) maintain to the contrary, if maximum extent reasonably practicable the original intent of the applicable provisions without violating the provisions of Section 409A or increasing the costs to the Company of providing the applicable benefit or payment and (ii) to the extent that possible, to avoid the imposition of any interest, additional tax or other penalties under Section 409A is deemed to apply upon the parties. 4.7.2 To the extent the Executive would otherwise be entitled to any payment or benefit under the this Agreement, it is the general intention or any plan or arrangement of the Companies Company or its affiliates, that such benefits shall, constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the date of termination of the Executive’s employment would be subject to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and additional tax because the Executive is determined to be a “specified employee” (within the meaning of Section 409A and as defined under Section 409Adetermined by the Company), any the payment of deferred compensation subject to Section 409A to or benefit will be made paid or provided to the Executive upon a separation from service may not be made before on the date that is earlier of the first day following the six months after (6) month anniversary of the Executive’s separation from service (termination of employment or death, if earlier). To . 4.7.3 Any payment or benefit due upon a termination of the extent Executive’s employment that represents a “deferral of compensation” within the Executive becomes subject to the six-month delay rule, all payments meaning of deferred compensation subject to Section 409A that would have been made shall be paid or provided to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term only upon a “separation from service” as defined in Treas. Reg. § 1.409A-1(h). Each payment made under Section 409A if and to the extent required under Section 409A. Whenever payments under the this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation § 1.409A-1 through A-6. 4.7.4 Notwithstanding anything to the contrary in Agreement, any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which the Executive’s “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which the Executive’s “separation from service” occurs. To the extent not otherwise specified in any expense reimbursement or the Agreement, all (A) reimbursements and (B) provision of any in-kind benefits provided under benefit is determined to be subject to Section 409A (and not exempt pursuant to the Agreement shall be made prior sentence or provided in accordance with the requirements of Section 409Aotherwise), including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect provision of in-kind benefits provided, during a calendar year may not affect the or expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year; year (3) the reimbursement of an eligible expense except for any life-time or other aggregate limitation applicable to medical expenses), and in no event shall any expenses be made no later than reimbursed after the last day of the calendar year following the calendar year in which the expense is incurred; Executive incurred such expenses, and (4) the in no event shall any right to reimbursement or in the provision of any in-kind benefits is not benefit be subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. Notwithstanding any other provision in Although the Agreement Company does not guarantee to the contraryParticipant any particular tax treatment relating to the Units, if the Units provided hereunder are intended to comply with the applicable requirements of Section 409A of the Code, to the extent subject thereto, and shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. To the extent the Units constitute deferred compensation subject to the requirements of Section 409A of the Code, and to the extent that the Units are vested on the Participant’s Termination of Employment in accordance with Sections 3(b) or (e) above, if on the date of the Participant’s “separation from service” within the meaning of Section 409A 409A(a)(2)(A)(i) of the Code, the Participant is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under within the meaning of Section 409A)409A(a)(2)(B) of the Code, any payment the delivery of deferred compensation the shares of Stock subject to Section 409A the Units shall, to the extent required to be made delayed pursuant to Section 409A(a)(2)(B) of the Executive upon a separation from service may not Code, be made before on the date that is six months after the Executive’s separation from service (or deathfollowing such date or, if earlier), the date of the Participant’s death. To the extent that the Executive becomes subject Notwithstanding any provision of this Award Agreement to the six-month delay rulecontrary, all payments for purposes of any provision of this Award Agreement providing for distribution of shares of Stock upon a Termination of Employment that is considered deferred compensation subject to under Section 409A that would have been made 409A, references to the Executive during Participant’s Termination of Employment (and corollary terms) with the six months following his or her separation from service, if any, will Company shall be accumulated and paid construed to refer to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term Participant’s “separation from service” as defined under (within the meaning of Treas. Reg. Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A1.409A-1(h)) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. To the extent that the Committee determines that any Award granted under the Plan is subject to Section 409A, the Award Agreement evidencing such Award shall include the terms and conditions required by Section 409A. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date (as defined in 9 below), the Committee determines that any Award may be subject to Section 409A, the Committee may adopt such amendments to the Plan and the applicable Award Agreement, adopt other policies and procedures (including amendments, policies and procedures with retroactive effect) and/or take any other actions that the Committee determines are necessary or appropriate to preserve the intended tax treatment of the Award, including without limitation, actions intended to (i) exempt the Award from Section 409A, or (ii) comply with the requirements of Section 409A; provided, however, that nothing herein shall create any obligation on the part of the Committee, the Partnership, the Company or any of their Affiliates to adopt any such amendment, policy or procedure or take any such other action, nor shall the Committee, the Partnership, the Company or any of their Affiliates have any liability for failing to do so. Notwithstanding any provision in the Agreement Plan to the contrary, the time of payment with respect to any Award that is subject to Section 409A shall not be accelerated, except as permitted under Treasury Regulation Section 1.409A-3(j)(4). Notwithstanding any provision of this Plan to the contrary, if and to a Participant is a “Specified Employee” within the extent that meaning of Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention as of the Companies date of such Participant’s termination of employment and the Company determines, in good faith, that such immediate payment of any amounts or benefits shall, to the extent practicable, comply with, or be exempt from, under this Plan would cause a violation of Section 409A, and then any amounts or benefits which are payable under this Plan upon the Agreement shall, Participant’s “separation from service” within the meaning of Section 409A that: (i) are subject to the extent practicable, be construed in accordance therewith. Deferrals provisions of benefits distributable pursuant to the Agreement that Section 409A; (ii) are not otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to ; and (iii) would otherwise be made to payable during the Executive upon a first six-month period following such separation from service may not service, shall be made before paid as soon as practicable on the first business day next following the earlier of: (1) the date that is six months after and one day following the Executive’s separation from service (date of termination; or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day date of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionParticipant’s death.

Section 409A. Notwithstanding (a) Amounts paid under this Agreement are intended to satisfy the requirements of the “short term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations and thus, will not constitute a “deferral of compensation” governed by Section 409A. (b) Amounts paid under this Agreement that do not satisfy the requirements of the “short term deferral” rule as described in clause 7(a) above are intended to satisfy the requirements of the “separation pay plan” rule set forth in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, and thus, will not constitute a “deferral of compensation” governed by Section 409A. (c) Amounts paid under this Agreement are intended to constitute “separate payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2). (d) The Company intends the amounts paid under this Agreement to satisfy either the “short term deferral” rule (described in clause 7(a) above) or the “separation pay plan” rule (described in clause 7(b) above) so that none of the severance payments and benefits provided hereunder will be deemed a deferral of compensation that is subject to the additional tax imposed under Section 409A and any ambiguities herein will be interpreted to satisfy the “short term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations, or alternatively, to satisfy the “separation pay plan” rule set forth in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment of severance or other benefits to Executive under Section 409A. (e) To the extent (i) the requirements for the “short term deferral” rule and/or the “separation pay plan” rule are not satisfied, and (ii) Executive is a “specified employee” of the Company (or any successor entity thereto) within the meaning of Section 409A(a)(2)(B)(i) on the date of Executive’s termination (other than a termination due to death), then the portion of the severance payments payable to Executive, if any, under this Agreement, when considered together with any other provision severance payments or separation benefits that is deemed a deferral of compensation under Section 409A shall be delayed until the earlier of (A) the date that is six (6) months and one (1) day after the date of termination, or (B) the date of Executive’s death (such date, the “Delayed Initial Payment Date”), and the Company (or the successor entity thereto) shall (x) pay to Executive a lump sum equal to the amount Executive would have otherwise received on or before the Delayed Initial Payment Date, without any adjustment on account of such delay, as if the payments had not been delayed pursuant to this section, and (y) pay the balance of the payments in the Agreement accordance with any applicable payment schedules set forth herein. Notwithstanding anything herein to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months dies following his or her separation from servicetermination, if any, will be accumulated and paid but prior to the Executive during the seventh six (6) month following his or her separation from serviceanniversary of Executive’s termination date, and then any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted which have been delayed in accordance with this clause will be payable in a lump sum as soon as administratively practicable after the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes date of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptiondeath.

Section 409A. Notwithstanding any other provision in the Agreement to the contrary, if and to (a) To the extent that applicable, this Agreement is intended to comply with Section 409A is deemed to so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409AGrantee, and the this Agreement shallshall be construed, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A interpreted and administered in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance is consistent with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise this intent and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (requirements for avoiding additional taxes or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required penalties under Section 409A. Whenever payments under Notwithstanding the Agreement are to be made in installmentsforegoing, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will shall the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) Grantee on account of non-compliance Section 409A. (b) Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to a Grantee or for the Grantee’s benefit under this Agreement and grants hereunder may not be reduced by, or offset against, any amount owing by the Grantee to the Company or any of its Subsidiaries. Each installment of the Cash Award that becomes payable hereunder is a “separate payment” for purposes of Section 409A. (c) In the event that the Company determines that any amounts payable hereunder may be taxable to the Grantee under Section 409A prior to the payment and/or delivery to the Grantee of such amount, the Committee may adopt such amendments to the Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Cash Award and this Agreement. (d) Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement and the terms of the Cash Award as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. Any payments that qualify for In any case, neither the “short-term deferral” exception Company nor any of its affiliates will have any obligation to indemnify or another exception under Code Section 409A shall be paid under otherwise hold the applicable exceptionGrantee harmless from any or all of such taxes or penalties.

Section 409A. Notwithstanding any other provision in the (a) The parties intend for this Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, either comply with, or be exempt from, Section 409A, and all provisions of this Agreement shall be interpreted and applied accordingly. If any compensation or benefits provided by this Agreement may result in the application of Section 409A, the Company shall, subject to the Executive’s prior written approval, modify the Agreement shallin the least restrictive manner necessary in order to exclude such compensation from the definition of “deferral of compensation” within the meaning of Section 409A or in order to comply with the provisions of Section 409A and without any diminution in the value of the payments or benefits to the Executive. Each payment or reimbursement under this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. Any payments or reimbursements of any expenses provided for under this Agreement shall be made in accordance with Treas. Reg. §1.409A-3(i)(1)(iv). (b) To the extent that any payment or benefit pursuant to this Agreement constitutes a “deferral of compensation” subject to Section 409A (after taking into account to the maximum extent possible any applicable exemptions) (a “409A Payment”) and is treated as payable upon Separation from Service, then, if on the date of the Executive’s Separation from Service, the Executive is a Specified Employee, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable required for the Executive not to incur additional taxes pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section no such 409A to Payment shall be made to the Executive upon a separation from service may not be made before prior to the date that is six earlier of (i) 6 months after the Executive’s separation Separation from service Service or (ii) the date of the Executive’s death. Should this paragraph 21 result in payments or death, if earlier). To the extent that benefits to the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that at a later time than otherwise would have been made to under this Agreement, on the Executive during the six months following his first day any such payments or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will benefits may be made without incurring additional tax pursuant to Section 409A, the Company shall make such payments and provide such benefits as provided for in their ordinary course as described in the this Agreement. For purposes of this paragraph 21, the purposes herein, terms “Specified Employee” and “Separation from Service” shall have the meanings ascribed to them in Section 409A. The parties intend that the phrase “termination of employment” or and words and phrases of similar phrases will be interpreted import used in accordance this Agreement means a Separation From Service with the term “separation from service” as defined under Section 409A if Company and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionsubsidiaries.

Section 409A. Notwithstanding The parties intend that any other provision in the amounts payable under this Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, with or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In of the event that the Companies Internal Revenue Code of 1986, as amended (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A”) (including under Treasury Regulation §§ l.409A-l(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exceptions under subparagraph (iii) and subparagraph (v)(D)) and other applicable provisions of Treasury Regulation §§ l.409A-l through A-6). For purposes of Section 409A, any payment each of deferred compensation subject to Section 409A to the payments that may be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To This Agreement shall be administered, interpreted and construed in a manner that does not result in the extent not otherwise specified imposition of additional taxes, penalties or interest under Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect, and Executive shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of Executive in connection with the Agreement (Aincluding any taxes, penalties and interest under Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold Executive (or any beneficiary) reimbursements and (B) in-kind benefits provided harmless from any or all of such taxes, penalties or interest. With respect to the time of payments of any amounts under the Agreement that are “deferred compensation” subject to Section 409A, references in the Agreement to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. For the avoidance of doubt, it is intended that any expense reimbursement made to Executive hereunder shall be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made or provided in accordance with hereunder shall be determined to be “deferred compensation” within the requirements meaning of Section 409A, including, where applicable, the requirement that then (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2i) the amount of expenses eligible for reimbursement, the indemnification payment or in kind benefits provided, expense reimbursement during a calendar one taxable year may shall not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in amount of the expense reimbursement during any other calendar taxable year; , (3ii) the expense reimbursement of an eligible expense shall be made no later than on or before the last day of the calendar Executive’s taxable year following the year in which the expense is incurred; was incurred and (4iii) the right to expense reimbursement or in kind benefits is shall not be subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. The Award is intended to be exempt from or otherwise comply with Code Section 409A and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”) and this Award Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, in each case, without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee. Notwithstanding any other provision in the of this Award Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive Participant is determined to be a “specified employee” (for purposes of Section 409A as defined of the Participant’s Termination of Service, then, to the extent required to avoid the imposition of tax under Section 409A), any payment payments due under this Award Agreement upon the Participant’s Termination of deferred compensation Service that are deemed to be Deferred Compensation shall be subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month 6)-month delay rule, following such Termination of Service; and all delayed payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will shall be accumulated and paid to in a lump-sum payment as of the Executive during first day of the seventh month following his or her separation from servicesuch Termination of Service (or, and any remaining payments due will be made in their ordinary course if earlier, as described in of the AgreementParticipant’s death). For Notwithstanding the purposes hereinforegoing, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and Company does not make any representation to the extent required under Section 409A. Whenever payments under Participant that the Agreement are to be made in installmentsAward is exempt from, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreementor satisfies, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, and the requirement that (1) any reimbursement is for expenses incurred during Company shall have no liability or other obligation to indemnify or hold harmless the Executive’s lifetime Participant (or during a shorter period of time specified in any Designated Beneficiary or other person) for any tax, additional tax, interest or penalties that the Agreement); Participant (2or any Designated Beneficiary or other person) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) incur in the event that Section 409A requires that any special terms, provisions, or conditions be included in the provision of this Award Agreement, then such terms, provisions and conditions shall, to the extent practicable, be Plan or any amendment or modification thereof or any other action taken with respect thereto is deemed to be made a part violate any of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with requirements of Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.409A.

Section 409A. Notwithstanding This RSU Agreement is not intended to provide for any other provision in the Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention deferral of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A of the Code, and, accordingly, the amounts payable hereunder shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Participant’s first taxable year in which such severance benefit is no longer subject to be made a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or deathsubstantial risk of forfeiture, if earlier)as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent that the Executive becomes subject to the six-month delay ruleapplicable, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will this RSU Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any other provision of the term Plan, this RSU Agreement and the Grant Notice, if at any time the Administrator determines that this Award (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, this RSU Agreement or the Grant Notice, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Award either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. If the RSUs are determined to be subject to Section 409A, (i) settlement of the RSUs will only be in a manner and upon an event permitted by Section 409A (including the six month delay for payments made to “specified employees” (as defined in accordance with Section 409A) upon termination of employment, if applicable), (ii) any amount that is payable upon Participant’s termination of employment, if any, may only be made upon a “separation from service” as defined under Section 409A if 409A, and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment (iii) for purposes of Section 409A. To the extent not otherwise specified in the Agreement409A (including, all (A) reimbursements and (B) in-kind benefits provided without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each right to a series of installment payments under the this RSU Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during treated as a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject a series of separate payments and each payment that Participant may be eligible to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the receive under this RSU Agreement shall be construed in accordance with Section 409A if treated as a separate and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptiondistinct payment.

Section 409A. Notwithstanding any other provision to the contrary in this Agreement: (i) no amount shall be payable pursuant to Section 4.1 unless the Executive’s termination of employment constitutes a Separation from Service and unless, on or prior to the 60th day following the date of Executive’s Covered Termination, Executive executes a waiver and release of claims agreement in the Agreement to Company’s customary form and does not subsequently revoke such waiver and release of claims agreement and (ii) if at the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention time of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt Executive’s Separation from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and Service the Executive is determined to be a “specified employee” (as defined for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A)409A(a)(2)(B)(i) of the Code, any payment such portion of deferred compensation subject to Section 409A to the Executive’s termination benefits shall not be made provided to the Executive upon a separation from service may not be made before prior to the date that is six months after earlier of (A) the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to expiration of the six-month delay ruleperiod measured from the date of the Executive’s Separation from Service or (B) the date of the Executive’s death. Upon the earlier of such dates, all payments of deferred compensation subject pursuant to this Section 409A that would have been made 4.3 shall be paid in a lump sum to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from serviceExecutive, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for paid as otherwise provided herein. For purposes of Section 409A. 409A of the Code, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) that any reimbursement of any expense under Sections 3.2 or 4.1 or in-kind benefits provided under this Agreement are deemed to constitute taxable compensation to the Agreement shall Executive, such amounts will be made reimbursed or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day December 31 of the calendar year following the year in which the expense is was incurred; . The amount of any such expenses reimbursed or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible for reimbursement or payment in any subsequent year, and (4) the Executive’s right to such reimbursement or in kind benefits is payment of any such expenses will not be subject to liquidation or exchange for another any other benefit. Further, (iThe determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) in of the event that Section 409A requires that any special terms, provisions, or conditions be included in Code as of the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to time of his Separation from Service shall be made a part of by the Agreement, and (ii) terms used in the Agreement shall be construed Company in accordance with the terms of Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes Code and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionsuccessor provision thereto).

Section 409A. Notwithstanding This RSU Agreement is not intended to provide for any other provision in the Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention deferral of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A of the Code, and, accordingly, the amounts payable hereunder shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Participant’s first taxable year in which such severance benefit is no longer subject to be made a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or deathsubstantial risk of forfeiture, if earlier)as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent that the Executive becomes subject to the six-month delay ruleapplicable, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will this RSU Agreement shall be interpreted in accordance with the term “separation from service” as defined under Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any other provision of the Plan, this RSU Agreement and the Grant Notice, if and at any time the Administrator determines that this Award (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the extent required under Section 409A. Whenever payments under Plan, this RSU Agreement or the Agreement Grant Notice, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Award either to be made in installments, each such installment shall be deemed to be a separate payment for purposes exempt from the application of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made 409A or provided in accordance to comply with the requirements of Section 409A, 409A. For purposes of Section 409A (including, where applicablewithout limitation, the requirement for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses Participant may be eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the receive under this RSU Agreement shall be construed in accordance with Section 409A if treated as a separate and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptiondistinct payment.

Section 409A. Notwithstanding any other provision in the This Agreement is intended to the contrary, if and to the extent that comply with or be exempt from Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies Code (together with any Department of Treasury regulations and other interpretive guidance that such benefits shallmay be issued after the Effective Date, “Section 409A”) and, to the extent practicableapplicable, comply with, or be exempt from, Section 409A, and the this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with Section 409A. However, notwithstanding any other provision of the term “separation Plan or this Agreement, if at any time the Company determines that the Units may be subject to Section 409A, the Company shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Company determines are necessary or appropriate either for the Units to be exempt from service” as defined under the application of Section 409A if and or to comply with the requirements of Section 409A. Notwithstanding the foregoing or anything contained herein to the extent required under Section 409A. Whenever payments under contrary, no provision of the Plan or this Agreement are to be made in installments, each such installment shall be deemed interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Participant or any other individual to the Company or any of its affiliates. Each settlement of a Unit in connection with a Settlement Date shall be treated as a separate payment for purposes of Section 409A. To the extent not otherwise specified in that any Units are determined to constitute “nonqualified deferred compensation” within the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements meaning of Section 409A, includingthen if the Participant is a “specified employee” (within the meaning of Section 409A) at the time of his “separation from service” (within the meaning of Section 409A), where applicablethen to the extent required by Section 409A, any Units that otherwise would have been settled within 6 months after the requirement that date of such separation from service instead shall be settled on the earlier of (i) six (6) months and one (1) any reimbursement is for expenses incurred during day after the ExecutiveParticipant’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, separation from service and (ii) terms used in the Agreement shall date of the Participant’s death. Further, the settlement of any Units may not be construed in accordance with Section 409A if and accelerated except to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with permitted by Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.409A.

Section 409A. (a) To the extent applicable, this Agreement shall be interpreted and applied consistent and in accordance with or exempt from Section 409A of the Code (together with Department of Treasury regulations and other official guidance issued thereunder, “Section 409A”)). Notwithstanding any other provision in the of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may not either be exempt from or compliant with Section 409A, the Company may, with the Employee’s prior written consent, adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of such compensation and benefits, or (ii) comply with the requirements of Section 409A; provided, however, that this Section 9.7(a) does not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. (b) Notwithstanding any provision to the contrary in the Agreement, to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention payment or benefits constitute non-exempt “nonqualified deferred compensation” for purposes of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and if the Agreement shall, to Employee is deemed by the extent practicable, be construed in accordance therewith. Deferrals Company at the time of benefits distributable pursuant to the Agreement that are otherwise exempt Employee’s Separation from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), to the extent delayed commencement of any portion of the benefits to which the Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i), such portion of the Employee’s benefits shall not be provided to the Employee prior to the earlier of (A) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before ) or (B) the date that is six months after of the ExecutiveEmployee’s separation from service (or death, if earlier). To Upon the extent that expiration of the Executive becomes subject to the six-month delay ruleapplicable Section 409A(a)(2)(B)(i) period, all payments of deferred compensation subject pursuant to this Section 409A that would have been made 9.7 shall be paid in a lump sum to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from serviceEmployee, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. paid as otherwise provided herein. (c) To the extent not otherwise specified in that any reimbursements payable pursuant to this Agreement are subject to the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements provisions of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) 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 such reimbursements payable to be provided, in any other calendar year; (3) the reimbursement of an eligible expense Employee pursuant to this Agreement shall be made paid to Employee no later than the last day December 31 of the calendar year following the year in which the expense is was incurred; , the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and (4) the Employee’s right to reimbursement or in kind benefits is under this Agreement will not be subject to liquidation or exchange for another benefit. Further, . (id) in the event that For purposes of Section 409A requires that any special terms(including, provisionswithout limitation, or conditions be included in for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Employee’s right to receive the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the installment payments under this Agreement shall be construed in accordance with Section 409A if treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptiondistinct payment.

Section 409A. Notwithstanding (1) It is the parties’ intention that the payments and benefits to which you could become entitled in connection with your employment under this Agreement be exempt from or comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance promulgated thereunder. The provisions of this Section 6(j) shall qualify and supersede all other provisions of this Agreement as necessary to fulfill the foregoing intention while to the maximum possible extent preserving the economic terms otherwise intended hereunder. If you or MF Global believes, at any time, that any of such payment or benefit is not so exempt or does not so comply, you or MF Global will promptly advise the other provision party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on you and on MF Global) or to mitigate any additional tax or interest (or both) that may apply under Section 409A if exemption or compliance is not practicable. MF Global agrees that it will not, without your prior written consent, knowingly take any action, or knowingly refrain from taking any action, other than as required by law, that would result in the Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit imposition of tax or interest (or both) upon you under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, unless such action or omission is pursuant to your written request. (2) To the extent practicableapplicable, be construed in accordance therewith. Deferrals of benefits distributable each and every payment made pursuant to the Section 6 of this Agreement that shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii). (3) If you are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (determined by MF Global in accordance with Section 409A and Treasury Regulation Section 1.409A-3(i)(2)) as of your separation from service as defined under for purposes of Section 409A)409A (a “Separation from Service”) with MF Global, and if any payment payment, benefit or entitlement provided for in this Agreement or otherwise both (i) constitutes a “deferral of deferred compensation compensation” within the meaning of and subject to Section 409A (“Nonqualified Deferred Compensation”) and (ii) cannot be paid or provided in a manner otherwise provided herein without subjecting you to additional tax or interest (or both) under Section 409A, then any such payment, benefit or entitlement that is payable during the first six (6) months following the Separation from Service shall be paid or provided to you in a lump sum cash payment to be made to on the Executive upon a separation from service may not be made before earlier of (x) your death and (y) the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments first business day of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh (7th) month immediately following his or her separation your Separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and Service. (4) Except to the extent required any reimbursement, payment or entitlement under Section 409A. Whenever payments under the this Agreement are to be made in installmentsdoes not constitute Nonqualified Deferred Compensation, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2i) the amount of expenses eligible for reimbursement, reimbursement or the provision of any in-kind benefit (as defined in kind benefits provided, Section 409A) to you during a any calendar year may will not affect the amount of expenses eligible for reimbursement, reimbursement or in provided as in-kind benefits to be provided, you in any other calendar year; year (3subject to any lifetime and other annual limits provided under MF Global’s health plans), (ii) the reimbursement of an eligible expense reimbursements for expenses for which you are entitled shall be made no later than on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; and , or (4iii) the right to payment or reimbursement or in in-kind benefits may not be liquidated or exchanged for any other benefit. (5) Any payment or benefit paid or provided under Section 6 hereof or otherwise paid or provided due to a Separation from Service that is not subject to liquidation or exchange for another benefit. Further, (i) in the event that exempt from Section 409A requires that any special terms, provisions, pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) will be paid or conditions be included in the Agreement, then such terms, provisions and conditions shall, provided to you only to the extent practicablethe expenses are not incurred or the benefits are not provided beyond the last day of your second taxable year following your taxable year in which the Separation from Service occurs; provided, be deemed however that MF Global reimburses such expenses no later than the last day of the third taxable year following your taxable year in which your Separation from Service occurs. (6) It is the parties’ intention that the definition of Good Reason and the separation-from-service procedures specified in Section 6(c) hereof satisfy the conditions set forth in Treasury Regulation Section 1.409A-1(n)(2) for a termination for Good Reason to be made treated as an “involuntary separation from service” for purposes of Section 409A. (7) Any dispute resolution payment (including related reimbursable expenses, fees and other costs) that does not constitute a part of the Agreement, and (ii) terms used in the Agreement shall be construed “legal settlement” in accordance with Section 409A if and Treasury Regulation 1.409A-1(b)(11) will be paid by MF Global to you not later than the extent required. Neither last day of your taxable year following the Companiesyear in which the dispute is resolved. (8) Any payment, its benefit or their Affiliates, the Board, the Committee, the board entitlement provided for in this Agreement that constitutes Nonqualified Deferred Compensation due upon a termination of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A employment shall be paid under the applicable exceptionor provided to you only upon a Separation from Service.

Section 409A. a. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any other provision in the of this Agreement to the contrary, if and in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Agreement may be subject to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the compensation and benefits payable under this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies 409A, and/or (or a successors theretoii) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance comply with the requirements of Section 409A, includingprovided, where applicablehowever, that this Section 7 does not, and shall not be construed so as to, create any obligation on the part of the Company to adopt any such amendments, policies or procedures or to take any other such actions. In no event shall the Company, its affiliates or any of their respective officers, directors or advisors be liable for any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law. b. Any right under this Agreement to a series of installment payments shall be treated as a right to a series of separate payments. c. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to You during the six (6)-month period following Your “separation from service” with the Company (within the meaning of Section 409A) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of your death), the requirement Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such period (1) without interest). d. To the extent any reimbursement is for expenses incurred during the Executive’s lifetime (reimbursements or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in in-kind benefits provideddue to You under this Agreement constitute “deferred compensation” to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, during a calendar year may not affect the expenses eligible for reimbursement, any such reimbursements or in in-kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made paid or reimbursed reasonably promptly, but in no event later than the last day December 31st of the calendar year following the year in which the expense is was incurred; . The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (4) the Your right to reimbursement such payments or in kind benefits is reimbursements of any such expenses shall not be subject to liquidation or exchange for another any other benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. (a) Notwithstanding any other provision in the of this Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under in Section 409A of the Code (“Code Section 409A”), the Executive shall not be entitled to any payment payments upon a termination of deferred compensation subject his employment until the earlier of (i) the date which is six (6) months after his termination of employment for any reason other than death, or (ii) the date of the Executive’s death. Furthermore, with regard to Section 409A any benefit to be made provided upon a termination of employment, to the extent required by Code Section 409A, the Executive shall pay the premium for such benefit during the aforesaid period and be reimbursed by the Corporation therefor promptly after the end of such period. Any amounts otherwise payable to the Executive upon following a separation from service may termination of his employment that are not so paid by reason of this Section 23(a) shall be made before paid as soon as practicable after the date that is six (6) months after the termination of the Executive’s separation from service employment (or deathor, if earlier, the date of the Executive’s death). The provisions of this Section 23(a) shall only apply if, and to the extent, required to comply with Code Section 409A. (b) The Corporation shall use its best efforts to design, administer and timely amend (to the extent necessary) its benefit plans, programs, agreements, awards and arrangements with, covering, granted to, or in which the Executive participates so as to comply with the requirements of Code Section 409A. Any amendment required pursuant to the preceding sentence shall be designed to preserve the intended benefits to the maximum extent reasonably possible. To the extent that the Executive’s consent is required to effect any such amendment, the Executive becomes subject agrees to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. so consent. (c) To the extent not otherwise specified that this Agreement or any plan, program or award of the Corporation in which the AgreementExecutive participates or which has been or is granted by the Corporation to the Executive, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of as applicable, is subject to Code Section 409A, including, where applicable, the requirement Corporation and the Executive agree that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions terms and conditions shallof plan, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement program or award shall be construed in accordance with Section 409A if and interpreted to the maximum extent required. Neither reasonably possible, without altering the Companies, its or their Affiliates, the Board, the Committee, the board of directors fundamental intent of the Companyagreement, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement to comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.409A.

Section 409A. Notwithstanding any other provision in the (a) DSUs awarded under this Award Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined intended to be a “specified employeedeferred compensation” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A of the Code, including any amendments or successor provisions to that section, and any regulations and other administrative guidance thereunder, in each case as they may be made from time to time amended or interpreted through further administrative guidance (“Section 409A”), and this Award Agreement is intended to, and shall be interpreted, administered and construed to, comply with Section 409A with respect to the Executive upon a separation from service may not be made before DSUs. The Board shall have full authority to give effect to the date that is six months after the Executive’s separation from service (or death, if earlierintent of this Paragraph 7(a). To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of this Award Agreement and the provisions of the Plan, the Plan shall govern. (b) Without limiting the generality of Paragraph 7(a), (i) references to your ceasing to provide services to the Company with respect to the DSUs shall mean your separation from service with the Company within the meaning of Section 409A (which, unless inconsistent with the foregoing, will mean your ceasing to be a director of the Board), and (ii) the right to payment of dividend equivalents pursuant to Paragraph 4 shall be treated separately from the right to payment of the Shares underlying the DSUs for all purposes of Section 409A. (c) Any payment to be made under the DSUs in connection with termination of your Employment (and any other payment under the Plan) that the Executive becomes would be subject to the six-month delay rule, all payments limitations in Section 409A(a)(2)(b) of deferred compensation subject to Section 409A that would have been made to the Executive during the Code shall be delayed until six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “after termination of employment” your Employment (or similar phrases will be interpreted earlier death) in accordance with the term “separation from service” as defined under requirements of Section 409A if and 409A. (d) To the extent necessary to comply with Paragraph 7(a), any securities or other property that the Company may deliver in respect of the DSUs shall not have the effect of deferring delivery or payment beyond the date on which such delivery or payment would occur with respect to the extent required under Section 409A. Whenever payments Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose in accordance with Paragraph 3(c)). (e) Each payment under the Agreement are DSUs (including an award of incremental DSUs pursuant to be made in installments, each such installment Paragraph 4) shall be deemed to be treated as a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.409A.

Section 409A. Notwithstanding any other provision in the Agreement foregoing, to the contraryextent that any payment due hereunder is (i) deferred compensation subject to Section 409A of the Code (“Section 409A”), if and (ii) is payable to a specified employee (as that term is defined in Section 409A), and (iii) is payable on account of the specified employee’s separation from service (as that term is defined in Section 409A), payment of any part of such amount that would have been made during the six (6) months following the separation from service shall not then be paid but shall rather be paid on the first day of the seventh (7th) month following the separation from service. (1) For this purpose, specified employees shall be identified by the Company on a basis consistent with regulations issued under Section 409A, and consistently applied to all plans, programs, contracts, etc. maintained by the Company that are subject to Section 409A. (2) For this purpose, “termination of employment” shall be defined as “separation from service” as that term is defined under Section 409A. (3) To the extent that Section 409A is deemed applicable to apply to any benefit under the this Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the this Agreement shall be construed in accordance and administered to comply with the rules of Section 409A if and to the extent required. 409A. Neither the CompaniesCompany nor any of its officers, its directors, agents or their Affiliatesaffiliates shall be obligated, the Boarddirectly or indirectly, the Committee, the board of directors of the Company, nor its or their designees or agents makes to any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all participant or any portion of other person for any taxes, penalties, interest or other expenses like amounts that may be incurred by imposed on the Executive (participant or any other person claiming through him or her) on account of non-compliance any amounts under this Plan or on account of any failure to comply with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under any Code section. (4) The rules of Section 409A of the Code shall apply to this Agreement, and this Agreement shall be paid construed and administered accordingly. Notwithstanding the foregoing, neither the Company nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Agreement or on account of any failure to comply with any section of the applicable exceptionCode.

Section 409A. Notwithstanding None of the Performance Units or any other provision in the Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, amounts paid or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable credited pursuant to the this Agreement are intended to constitute or provide for a deferral of compensation that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to of the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier)Code. To the extent that the Executive becomes subject Committee determines that any Performance Units or other amounts are not exempt from Section 409A of the Code, the Committee may (but shall not be required to) amend this Agreement in a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to (a) exempt the Performance Units or other amounts from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the six-month delay rulePerformance Units, all payments or (b) comply with the requirements of deferred compensation subject to Section 409A that would have been made to of the Executive during Code. To the six months following his or her separation from serviceextent applicable, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will this Agreement shall be interpreted in accordance with the term provisions of Section 409A of the Code. Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code, (A) if such payment or benefit would otherwise be payable or distributable hereunder by reason of the Service Provider’s termination of employment or service, then all references to the Service Provider’s termination of employment or service shall be construed to mean a “separation from service” as defined under within the meaning of Treasury Regulation Section 409A if 1.409A-1(h) (“Separation From Service”), and the Service Provider shall not be considered to have a termination of employment or service unless such termination constitutes a Separation from Service with respect to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installmentsService Provider, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement if such payment or benefit would otherwise be payable or distributable hereunder upon a Change of Control, then no such payment or distribution shall be made or provided in accordance with the requirements unless such Change of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during Control also constitutes a shorter period of time specified “change in the Agreementownership of a corporation,” a “change in the effective control of a corporation,” or a “change in the ownership of a substantial portion of a corporation’s assets,” in each case, within the meaning of Treasury Regulation Section 1.409A-3(i)(5); (2) the amount of expenses eligible for reimbursement, as applied to non-corporate entities, or unless another payment date in kind benefits providedSection 6 that is also a permissible payment event under Section 409A of the Code earlier occurs. Notwithstanding anything to the contrary in this Agreement, during a calendar year may not affect no amounts payable under this Agreement on account of the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense Service Provider’s Separation From Service shall be made no later than paid to the last day Service Provider prior to the expiration of the calendar year six (6) month period following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, Service Provider’s Separation From Service to the extent practicable, be deemed that the Partnership Entities determine that paying such amounts prior to be made the expiration of such six (6) month period would result in a part prohibited distribution under Section 409A(a)(2)(B)(i) of the AgreementCode. If the payment of any such amount is delayed as a result of the preceding sentence, and then on the first business day following the end of the applicable six (ii6) terms used in the Agreement shall month period (or such earlier date upon which such amount may be construed in accordance with paid under Section 409A if and to of the extent required. Neither the Companies, its or their AffiliatesCode without resulting in a prohibited distribution), the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A amount shall be paid under to the applicable exceptionService Provider.

Section 409A. Notwithstanding any other provision in the Agreement to the contrary, if and to (a) To the extent that applicable, this Agreement is intended to comply with Section 409A is deemed to so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409AGrantee, and the this Agreement shallshall be construed, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A interpreted and administered in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance is consistent with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise this intent and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (requirements for avoiding additional taxes or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required penalties under Section 409A. Whenever payments under Notwithstanding the Agreement are to be made in installmentsforegoing, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will shall the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) Grantee on account of non-compliance with Section 409A. Any payments that qualify 409A. (b) Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Grantee or for the “short-term deferral” exception Grantee’s benefit under this Agreement and grants hereunder may not be reduced by, or another exception offset against, any amount owing by the Grantee to the Company or any of its Subsidiaries. (c) In the event that the Company determines that any amounts payable hereunder may be taxable to the Grantee under Code Section 409A shall be paid prior to the payment and/or delivery to the Grantee of such amount, the Committee may adopt such amendments to the Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Cash Award and this Agreement. (d) Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Agreement and the terms of the Cash Award as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the applicable exceptionCode. In any case, neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold the Grantee harmless from any or all of such taxes or penalties.

Section 409A. Notwithstanding any other provision in The Award is intended to comply with or be exempt from (under the Agreement to the contrary, if and to the extent that “short term deferral” exception) Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shallInternal Revenue Code (“Section 409A”) and, to the extent practicableapplicable, comply with, or be exempt from, Section 409A, and the this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with Section 409A, including without limitation any applicable Department of Treasury regulations and other interpretive guidance currently in effect or that may be issued after the term “separation effective date of this Agreement. In addition, notwithstanding any provision herein to the contrary, in the event that following the Grant Date, the Administrator determines that it may be necessary or appropriate to do so, the Administrator may adopt such amendments to the Plan and/or this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Plan and/or the Stock Units from service” as defined under the application of Section 409A if and to and/or preserve the extent required under Section 409A. Whenever payments under intended tax treatment of the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made with respect to this Award, or provided in accordance (b) comply with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may however, that this paragraph shall not affect create an obligation on the expenses eligible for reimbursementpart of the Administrator to adopt any such amendment, policy or in kind benefits to be provided, in procedure or take any such other calendar year; (3) the reimbursement of an eligible expense action. No payment hereunder shall be made no later than during the last day six (6)-month period following the Grantee’s “separation from service” (within the meaning of Section 409A) to the extent that the Administrator determines that paying such amount at the time set forth herein would be a prohibited distribution under Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the calendar year previous sentence, then within thirty (30) days following the year in which end of such six (6)-month period (or, if earlier, the expense is incurred; and Grantee’s death), the Administrator shall pay to the Grantee (4or to the Grantee’s estate) the right cumulative amounts that would have otherwise been payable to reimbursement the Grantee during such period, without interest. Notwithstanding anything herein or in kind benefits is not subject the Plan to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shallcontrary, to the extent practicablerequired to avoid the imposition of additional taxes under Section 409A, a “Change in Control” shall not be deemed to be made have occurred for purposes of this Agreement unless such transaction also constitutes a part of the Agreement, and (ii) terms used “change in the Agreement shall be construed control event,” as defined in accordance with Treasury Regulation Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception1.409A-3(i)(5).

Section 409A. Notwithstanding Neither the Award nor any other provision in the Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable payments made pursuant to the this Agreement are intended to constitute or provide for a deferral of compensation that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). 409A. To the extent that the Executive becomes subject Committee determines that the Award or any such payments are not exempt from Section 409A, the Committee may (but shall not be required to) amend this Agreement in a manner intended to comply with the requirements of Section 409A or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to (a) exempt the Award or the payments thereunder from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the six-month delay ruleRestricted Stock Units and the DERs, all payments or (b) comply with the requirements of deferred compensation subject to Section 409A that would have been made to 409A. To the Executive during the six months following his or her separation from serviceextent applicable, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will this Agreement shall be interpreted in accordance with the term “separation from service” as defined under provisions of Section 409A if and 409A. Notwithstanding anything in this Agreement to the contrary, to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate that any payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A. To 409A, and such payment or benefit would otherwise be payable or distributable hereunder by reason of the extent not otherwise specified in the AgreementParticipant’s termination of Service, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, references to the extent practicable, be deemed to be made a part Participant’s termination of the Agreement, and (ii) terms used in the Agreement Service shall be construed in accordance to mean a Separation from Service, and the Participant shall not be considered to have a termination of Service unless such termination constitutes a Separation from Service with respect to the Participant. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the Restricted Stock Units provided under this Agreement are exempt from or compliant with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will shall the Companies, its Company or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) Participant on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.409A.

Section 409A. Notwithstanding any other provision in Although the Agreement Company does not guarantee to the contraryParticipant any particular tax treatment relating to the Units, if the Units provided hereunder are intended to comply with the applicable requirements of Section 409A of the Code, to the extent subject thereto, and shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. To the extent the Units constitute deferred compensation subject to the requirements of Section 409A of the Code, and to the extent that the Units are vested on the Participant’s Termination of Employment in accordance with Section 409A 4(b), (c) or (f) above, if on the date of the Participant’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code, the Participant is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under within the meaning of Section 409A)409A(a)(2)(B) of the Code, any payment the delivery of deferred compensation the shares of Stock subject to Section 409A the Units shall, to the extent required to be made delayed pursuant to Section 409A(a)(2)(B) of the Executive upon a separation from service may not Code, be made before on the date that is six months after the Executive’s separation from service (or deathfollowing such date or, if earlier), the date of the Participant’s death. To the extent that the Executive becomes subject Notwithstanding any provision of this Award Agreement to the six-month delay rulecontrary, all payments for purposes of any provision of this Award Agreement providing for distribution of shares of Stock upon a Termination of Employment that is considered deferred compensation subject to under Section 409A that would have been made 409A, references to the Executive during Participant’s Termination of Employment (and corollary terms) with the six months following his or her separation from service, if any, will Company shall be accumulated and paid construed to refer to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term Participant’s “separation from service” as defined under (within the meaning of Treas. Reg. Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A1.409A-1(h)) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. The Company and the Executive intend for all payments under this Agreement to either to satisfy the requirements of Section 409A of the Code, and all applicable guidance promulgated thereunder or to be exempt from the application of Section 409A of the Code, and this Agreement shall be construed and interpreted accordingly. Notwithstanding any other provision in the this Agreement to the contrary, if and any reference to “termination of employment” or words of similar import under this Agreement shall be deemed to refer to a termination of employment that satisfies the applicable requirements of a “separation from service” under Section 409A of the Code. In addition, notwithstanding any provision of this Agreement to the extent that Section 409A is deemed to apply to any benefit under contrary, if, at the Agreementtime of Executive’s termination of employment with the Company, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under in Section 409A)409A of the Code, any payment and one or more of the payments or benefits received or to be received by the Executive pursuant to this Agreement or otherwise would constitute deferred compensation subject to Section 409A to be made to of the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or deathCode, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due then no such payment will be made in their ordinary course as described in under this Agreement until the Agreement. For earliest of (i) the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term date which is six (6) months after Executive’s “separation from service” for any reason, other than “death” or “disability” (as defined under such terms are used in Section 409A if and to 409A(a)(2) of the extent required under Code), (ii) the date of Executive’s “death” or “disability” (as such terms are used in Section 409A. Whenever payments under 409A(a)(2) of the Agreement are to be made in installmentsCode), each such installment shall be deemed to be or (iii) the effective date of a separate payment for purposes of Section 409A. To the extent not otherwise specified “change in the Agreement, all ownership or effective control” of the Company (Aas such term is used in Section 409A(a)(2)(A)(v) reimbursements and (B) of the Code). The reimbursement of expenses or in-kind benefits provided under the pursuant to this Agreement shall be made or provided in accordance with subject to the requirements of Section 409A, including, where applicable, the requirement that following conditions: (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, reimbursement or in in-kind benefits provided, during a calendar in one taxable year may shall not affect the expenses eligible for reimbursement, reimbursement or in in-kind benefits to be provided, in any other calendar taxable year; (32) the reimbursement of an eligible expense expenses or in-kind benefits shall be made promptly, subject to the Company’s applicable policies, but in no event later than the last day end of the calendar year following after the year in which the such expense is was incurred; and (43) the right to reimbursement or in in-kind benefits is shall not be subject to liquidation or exchange for another benefit. FurtherLastly, (i) in the event that for purposes of Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the AgreementCode, and (ii) terms used in the right to a series of installment payments under this Agreement shall be construed in accordance with Section 409A if and treated as a right to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board a series of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionseparate payments.

Section 409A. It is the intention of the Company, the Bank, and the Executive that the severance benefits payable to the Executive under Section 6.2 either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Code. Notwithstanding any other term or provision in the Agreement to the contraryof this Agreement, if and to the extent that any provision of this Agreement is determined by the Company or the Bank, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A is deemed 409A, including, without limitation, the definition of Change in Control or the timing of commencement and completion of severance benefits and/or other benefit payments to apply the Executive hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to any exempt the benefit under from or to comply with Section 409A. The Company, the AgreementBank and the Executive acknowledge and agree that such interpretation could, it is among other matters, (i) limit the general intention circumstances or events that constitute a “change in control;” (ii) delay for a period of six months or more, or otherwise modify the commencement of severance and/or other benefit payments; (iii) modify the completion date of severance and/or (iv) other benefit payments and/or reduce the amount of the Companies benefit otherwise provided. The Company, Bank and the Executive further acknowledge and agree that such if, in the judgment of the Company or the Bank, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to exempt the benefits shallfrom or to comply with Section 409A, the Company, the Bank, and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent practicablenecessary so that it exempts the benefits from or to comply with Section 409A (with the most limited possible economic effect on the Company, comply withthe Bank and the Executive). For example, or if this Agreement is subject to Section 409A and Section 409A requires that severance and/or other benefit payments must be exempt fromdelayed until at least six months after the Executive terminates employment, then the Bank, the Company and the Executive shall delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six months following the Executive’s termination of employment and substitute therefore a lump sum payment or an initial installment payment, as applicable, at the beginning of the 7th month following the Executive’s termination of employment which, in the case of an initial installment payment, would be equal in the aggregate to the amount of all such payments thus eliminated. Notwithstanding the foregoing, (a) the Executive and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply Executive’s dependents shall not be permitted unless such deferrals denied access to and participation in any health or medical insurance coverage and benefits, for any period of time the Executive and the Executive’s dependents are in compliance with or otherwise exempt from Section 409A. In eligible, and (b) the event Executive acknowledges and agrees that the Companies (Company or a successors thereto) the Bank shall have any stock which is publicly traded on an established securities market or otherwise and the exclusive authority to determine whether the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to within the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes meaning of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement409A(a)(2)(B)(i); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. Notwithstanding any other provision in the Agreement The award of RSUs is intended to the contrary, if and to the extent that be (i) exempt from Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shallCode (“Section 409A”) including, to but not limited to, by reason of compliance with the extent practicable, comply with, short-term deferral exemption as specified in Treas. Reg. § 1.409A-1(b)(4); or be exempt from, (ii) in compliance with Section 409A, and the provisions of this Agreement shallshall be administered, to interpreted and construed accordingly. If the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to Employee is identified by the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be Company as a “specified employee” (as defined under within the meaning of Section 409A), any payment 409A(a)(2)(B)(i) of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before Code on the date that is six months after on which the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term Employee has a “separation from service” (other than due to death) within the meaning of Section 1.409A-1(h) of the Treasury Regulations, notwithstanding the provisions of Sections 2 or 3 hereof, any transfer of shares payable on account of a separation from service that are deferred compensation shall take place on the earlier of (i) the first business day following the expiration of six months from the Employee’s separation from service or (ii) such earlier date as defined under Section 409A if and to complies with the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes requirements of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance required to comply with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions Employee shall be included in considered to have terminated employment with the Agreement, then such terms, provisions and conditions shall, to Company Group when the extent practicable, be deemed to be made Employee incurs a part “separation from service” with a member of the AgreementCompany Group within the meaning of Section 409A(a)(2)(A)(i) of the Code, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors settlement of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with RSUs constitutes non-exempt “deferred compensation” for purposes of Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors 409A by reason of the Companyoccurrence of a Change in Control, nor its such amount would not be payable or their designees distributable to the Employee unless the circumstances giving rise to such Change in Control meets any description or agents definition of “change in control event” in Section 409A and applicable regulations. The Company makes no commitment or guarantee to the Employee that any federal or state tax treatment shall apply or be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or available to any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify eligible for the “short-term deferral” exception or another exception benefits under Code Section 409A shall be paid under the applicable exceptionthis Agreement.

Section 409A. Notwithstanding any other provision in It is intended that this Agreement and the Agreement to the contrary, if payments and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, hereunder will comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1983, as amended (the “Code”) and the rules and regulations thereunder (“Section 409A”), to the extent applicable, and the Agreement shallshall be interpreted on a basis consistent with such intent. Neither the Company nor any subsidiary or affiliate makes any representations regarding the tax implications of the compensation and benefits to be paid to Executive under this Agreement, including, without limitation, under Section 409A, and neither the Company, any subsidiary, affiliate or owner of the Company shall be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A, other than if such tax or penalties are caused by Company’s breach of this Agreement. Notwithstanding anything in this Agreement to the extent practicablecontrary, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined deemed to be a “specified employee” (as defined under within the meaning of Section 409A409A(a)(2)(B)(i), any payment of no payments hereunder that are “deferred compensation compensation” subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death409A, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments409A, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided to Executive prior to the date that is six (6) months after the date of Executive’s “separation from service” (as defined in accordance Section 409A and any Treasury Regulations promulgated thereunder) or, if earlier, Executive’s date of death. Following any applicable six-month delay, any payments delayed by reason of application of the immediately prior sentence shall be paid on the first regular payroll date following such six-months anniversary. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be a “separation from service” within the meaning of Section 409A and interpreted and applied in a manner that is consistent with the requirements of Section 409A. For purposes of Section 409A, includingExecutive’s right to receive any installment payment pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, where applicable(i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, the requirement that (1ii) any right to such reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for expenses incurred during the Executive’s lifetime another benefit, and (or during a shorter period of time specified in the Agreement); (2iii) the amount of no such reimbursement, expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar provided in any taxable year may not shall in any way affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar taxable year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. Notwithstanding any other provision in the It is intended that this Agreement to the contrary, if and to the extent that will comply with Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shallCode and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent practicable, comply with, or be exempt from, Section 409Athe Agreement is subject thereto, and the Agreement shall, shall be interpreted on a basis consistent with such intent. Notwithstanding any provision to the extent practicablecontrary in this Agreement, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and if the Executive is determined deemed on the date of his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (as defined within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), any such payment of deferred compensation subject to Section 409A to or benefit shall be made to the Executive upon a separation from service may not be made before or provided on the date that is the earlier of (i) the expiration of the six months after (6)-month period measured from the date of the Executive’s “separation from service service,” or (or death, if earlierii) the date of the Executive’s death (the “Delay Period”). To Upon the extent that expiration of the Executive becomes subject to the six-month delay ruleDelay Period, all payments of deferred compensation subject and benefits delayed pursuant to this Section 409A that 7 (whether they would have otherwise been made payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, in a lump sum and any remaining payments and benefits due will under this Agreement shall be made paid or provided in their ordinary course as described in accordance with the Agreementnormal payment dates specified for them herein. For Notwithstanding any provision of this Agreement to the contrary, for purposes hereinof any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered deferred compensation under Section 409A, references to the phrase Executive’s “termination of employment” or similar phrases will be interpreted in accordance (and corollary terms) with the term Company shall be construed to refer to the Executive’s “separation from service” as defined (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. Whenever a payment under Section 409A if and this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days after termination of employment”), the extent required under Section 409A. actual date of payment within the specified period shall be within the sole discretion of the Company. Whenever payments under the this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To If, under the extent not otherwise specified terms of this Agreement, it is possible for a payment that is subject to Section 409A to be made in two separate taxable years, payment shall be made in the Agreement, all (A) reimbursements and (B) later taxable year. With respect to any reimbursement or in-kind benefits provided under benefit arrangements of the Agreement shall be made or provided in accordance with the requirements Company that constitute deferred compensation for purposes of Section 409A, including, where applicableexcept as otherwise permitted by Section 409A, the requirement that following conditions shall be applicable: (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2i) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a under any such arrangement in one calendar year may not affect the expenses amount eligible for reimbursement, or in in-kind benefits to be provided, under such arrangement in any other calendar year; , (3ii) the any reimbursement of an eligible expense shall must be made no later than on or before the last day of the calendar year following the calendar year in which the expense is was incurred; , and (4iii) the right to reimbursement or in in-kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in The Company shall not have any obligation to indemnify or otherwise protect the event that Section 409A requires that any special terms, provisions, or conditions be included in Executive from the Agreement, then such terms, provisions and conditions shall, obligation to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of pay any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with penalties pursuant to Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.409A.

Section 409A. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any other provision in the of this Agreement to the contrary, if and in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Agreement may be subject to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the compensation and benefits payable under this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies 409A, and/or (or a successors theretoii) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance comply with the requirements of Section 409A, includingprovided, where applicablehowever, that any change to the material terms of this Agreement shall remain subject to Executive’s written consent and that this Section 15 does not, and shall not be construed so as to, create any obligation on the part of the Company to adopt any such amendments, policies or procedures or to take any other such actions or to create any liability on the part of the Company for any failure to do so. Executive shall be solely liable for any taxes imposed on him under or by operation of Section 409A. (b) Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. (c) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments under Section 7 hereof, shall be paid to Executive during the six (6)-month period following Executive’s Separation from Service if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of Executive’s death), the requirement Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such period (1without interest). (d) To the extent that any reimbursement is for expenses incurred during the Executive’s lifetime (payments or during a shorter period of time specified in the Agreement); (2reimbursements provided to Executive under this Agreement are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) the amount of expenses eligible for reimbursementwould apply, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense such amounts shall be made no paid or reimbursed to Executive reasonably promptly, but not later than the last day December 31 of the calendar year following the year in which the expense is was incurred; . The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (4) the Executive’s right to such payments or reimbursement or in kind benefits is shall not be subject to liquidation or exchange for another any other benefit. Further, (i) Executive acknowledges and agrees that it is Executive’s sole responsibility to timely substantiate any such expenses in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, order to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed ensure timely payment in accordance with Section 409A if the foregoing and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.requirements of Section 409A.

Section 409A. (i) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any other provision in the of this Agreement to the contrary, if and in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Agreement may be subject to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and the Agreement shallprocedures with retroactive effect), to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event take any other actions that the Companies (Company determines are necessary or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise appropriate to preserve the intended tax treatment of the compensation and the Executive is determined benefits payable hereunder, including without limitation actions intended to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (B) in-kind benefits provided under the Agreement shall be made or provided in accordance comply with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during that this Section 5(n) does not, and shall not be construed so as to, create any obligation on the part of the Company to adopt any such amendments, policies or procedures or to take any other such actions. In no event shall the Company, its affiliates or any of their respective officers, directors or advisors be liable for any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law. (ii) Any right to a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits series of installment payments pursuant to this Agreement is to be providedtreated as a right to a series of separate payments. (iii) To the extent that any payments or reimbursements provided to the Covered Employee under this Agreement are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, in any other calendar year; (3) the reimbursement of an eligible expense such amounts shall be made no paid or reimbursed to the Covered Employee reasonably promptly, but not later than the last day December 31st of the calendar year following the year in which the expense is was incurred; . The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (4) the Covered Employee’s right to such payments or reimbursement or in kind benefits is shall not be subject to liquidation or exchange for another any other benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. Notwithstanding any other provision in 25.1 It is the intent of the parties that the provisions of this Agreement to the contrary, if and to the extent that comply with Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to Internal Revenue Code and the extent practicable, comply with, or be exempt from, treasury regulations and guidance issued thereunder (“Section 409A, ”) and the that this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals interpreted and operated consistent with such requirements of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause order to avoid the application of additive income taxes under Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlierPenalties”). To the extent that a payment, or the Executive becomes subject to the six-month delay rulesettlement or deferral thereof, all payments of deferred compensation is subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service409A, if any, will be accumulated except as Employee and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made Company otherwise determines in their ordinary course as described in the Agreement. For the purposes hereinwriting, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment payment shall be deemed to be paid, settled or deferred in a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with manner that will meet the requirements of Section 409A, includingsuch that the payment, where applicablesettlement or deferral shall not be subject to the 409A Penalties. 25.2 Except as otherwise expressly provided herein, to the requirement that (1) extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in kind benefits provided, during a one calendar year may shall not affect the expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year; year (3) the reimbursement of an eligible expense except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be made no later than reimbursed after the last day of the calendar year following the calendar year in which the expense is incurred; Employee incurred such expenses, and (4) the in no event shall any right to reimbursement or in the provision of any in-kind benefits is not benefit be subject to liquidation or exchange for another benefit. Further. 25.3 To the extent that (a) Company’s common stock is publicly traded on an “established securities market” as defined in Treasury Regulations § 1.897-1(m), and (b) Employee would otherwise be entitled to any payment or benefit under this Agreement or any plan or arrangement of Company or its affiliates, that constitutes “deferred compensation” subject to Section 409A and that if paid during the six months beginning on the date of Employee’s termination of employment would be subject the 409A Penalties because Employee is a “specified employee” (within the meaning of Section 409A and as determined from time to time by Company), the payment will be paid to Employee on the earliest of the six-month anniversary of the termination of employment, a change in ownership or effective control of Company (within the meaning of Section 409A) or Employee’s death. 25.4 Notwithstanding any provision of this Agreement, (a) this Agreement shall not be amended in any manner that would cause (i) this Agreement or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A, to the extent applicable, or (ii) any amounts or benefits payable hereunder that are not subject to Section 409A to become subject thereto (unless they also are in compliance therewith), and the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to this Agreement and (b) if any provision of this Agreement would, in the event reasonable, good faith judgment of Company, result or likely result in the imposition on Employee or any other person of any adverse consequences under Section 409A, Company may reform this Agreement, or any provision thereof, without Employee’s consent, in the manner that Section 409A requires Company reasonably and in good faith determines to be necessary or advisable to avoid the imposition of such penalty tax; provided, however, that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions reformation shall, to the maximum extent practicable, be deemed Company reasonably and in good faith determines to be made a part possible, retain the economic and tax benefits to Employee hereunder, while not materially increasing the cost to Company of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and providing such benefits to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionEmployee.

Section 409A. (a) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any other provision in the of this Agreement to the contrary, if and to in the extent event that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention a majority of the Companies Board determines that such benefits shall, any amounts payable pursuant to the extent practicable, comply with, or this Agreement may be exempt from, subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that Company determines are otherwise necessary or appropriate to: (i) exempt such payments from Section 409A in a manner that would cause and/or preserve the intended tax treatment of the benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In and thereby avoid the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined application of penalty taxes under Section 409A); provided that no such amendments, any payment of deferred compensation subject to Section 409A to be made policies, procedures or actions shall reduce the economic value to the Executive upon a separation of this Agreement from service may not the value of this Agreement (without taking into account the effect of Section 409A) prior to the adoption or taking of such amendments, policies, procedures or actions. No provision of this Agreement shall be made before interpreted or construed to transfer any liability for failure to comply with the date that is six months after requirements of Section 409A from the Executive’s separation from service Executive or any other individual to the Company or any of its Affiliates, employees or agents. (or death, if earlier). b) To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever installment payments under the this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment constitute “nonqualified deferred compensation” within the meaning of Section 409A, for purposes of Section 409A. 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. (c) To the extent not otherwise specified in the Agreement, all (A) that any reimbursements and (B) or corresponding in-kind benefits provided to the Executive under this Agreement (including, without limitation, the Agreement Health Payment and the Health Gross-Up Payment) are deemed to constitute “deferred compensation” within the meaning of Section 409A to the Executive, such amounts shall be made paid or provided in accordance with the requirements of Section 409Areimbursed reasonably promptly, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may but not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day December 31 of the calendar year following the year in which the expense is was incurred; , and (4in any event in accordance with Section 1.409A-3(i)(l)(iv) of the Department of Treasury Regulations. The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement or in kind benefits is of any such expenses shall not be subject to liquidation or exchange for another any other benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. Notwithstanding any other provision in the Agreement (a) The Award is intended to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred constitute compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for payable within the “short-term deferral” exception period after the Award is no longer subject to a “substantial risk of forfeiture” and that does not constitute “nonqualified deferred compensation” within the meaning of Section 409A. This Agreement shall be interpreted in accordance with Section 409A, to the extent applicable, including without limitation any Treasury Regulations or another exception under Code other Department of Treasury guidance that may be issued or amended after the date hereof, and shall not be amended or modified in any manner that would cause this Agreement to violate the requirements of Section 409A. In the event that, following the date hereof, the Committee determines that the Award may be subject to Section 409A, including such Department of Treasury guidance as may be issued after the date hereof, the Committee may, in its discretion, adopt such amendments to this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate to (i) exempt the Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply with the requirements of Section 409A. (b) The Employee (or the Employee’s estate or permitted beneficiary(ies)) shall be paid solely responsible and liable for the satisfaction of all taxes, interest, and penalties that may be imposed on such Employee or for such Employee’s account in connection with the Award (including, without limitation, any taxes, interest, and penalties under Section 409A), and none of the applicable exceptionCompany or any Subsidiary nor any of their affiliates shall have any obligation to reimburse, indemnify or otherwise hold the Employee (or the Employee’s estate or permitted beneficiary(ies)) harmless from any or all of such taxes, interest, or penalties.

Section 409A. Notwithstanding (a) This Agreement is intended to comply with or be exempt from Section 409A of the Code (together with the Department of Treasury regulations and other interpretive guidance issued thereunder (including, without limitation, any such regulations or other provision in guidance issued after the Agreement Grant Date, “Section 409A”)) and, to the contraryextent applicable, if this Agreement shall be interpreted in accordance with Section 409A. (b) If and to the extent that (i) any portion of any payment, compensation or other benefit provided to the Participant pursuant to this Agreement in connection with his or her employment termination constitutes “nonqualified deferred compensation” within the meaning of Section 409A and (ii) the Participant is deemed to apply to any benefit under the Agreement, it is the general intention a specified employee as defined in Section 409A(a)(2)(B)(i) of the Companies that such benefits shallCode, to in each case as determined by the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed Company in accordance therewith. Deferrals with its procedures, by which determinations the Participant (through accepting the Award) agrees that he or she is bound, such portion of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply payment, compensation or other benefit shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made paid before the date day that is six months plus one day after the Executive’s date of “separation from service” (as determined under Section 409A) (the “New Payment Date”), except as Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service (or death, if earlier). To and the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will New Payment Date shall be accumulated and paid to the Executive during the seventh month following his or her separation from serviceParticipant in a lump sum on such New Payment Date, and any remaining payments due will be made in paid on their ordinary course as described in original schedule. (c) Notwithstanding any other provision of the Plan or this Agreement. For , if at any time the purposes hereinBoard determines that the Restricted Stock Units (or any portion thereof) may be subject to Section 409A, the phrase “termination Board shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments to this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Board determines are necessary or appropriate for Restricted Stock Units to be exempt from the application of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and or to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance comply with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period 409A. No provision of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the this Agreement shall be interpreted or construed in accordance to transfer any liability for failure to comply with the requirements of Section 409A if and from the Participant or any other individual to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all Company or any portion of any taxesits affiliates, penalties, interest employees or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionagents.

Section 409A. (a) It is intended that this Agreement comply in all respects with the requirements of Section 409A of the Code and applicable Treasury Regulations and other generally applicable guidance issued thereunder (collectively, the “Applicable Regulations”), and this Agreement shall be interpreted for all purposes in accordance with this intent. (b) Notwithstanding any other term or provision of this Agreement (including any term or provision of the Plan incorporated in this Agreement by reference), the parties hereto agree that, from time to time, the Company may, without prior notice to or consent of the Grantee, amend this Agreement to the extent determined by the Company, in the exercise of its discretion in good faith, to be necessary or advisable to prevent the inclusion in the Grantee’s gross income pursuant to the Applicable Regulations of any compensation intended to be deferred hereunder. The Company shall notify the Grantee as soon as reasonably practicable of any such amendment affecting the Grantee. (c) In the event that the RSU Shares issuable or amounts payable under this Agreement are subject to any taxes, penalties or interest under the Applicable Regulations, the Grantee shall be solely liable for the payment of any such taxes, penalties or interest. Although the Company intends to administer the Plan and this Agreement to prevent adverse taxation under the Applicable Regulations, the Company does not represent nor warrant that the Plan or this Agreement complies with any provision of federal, state, local or other tax law. (d) Except as otherwise specifically provided herein, the time for distribution of the RSU Shares as provided in Sections 4, 5(b) and 5(d) shall not be accelerated or delayed for any reason, unless to the extent necessary to comply with or permitted under the Applicable Regulations. (e) Notwithstanding any term or provision of this Agreement to the contrary, if and to the extent that Section 409A Grantee is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” employee (as defined under in Section 409A)409A(a)(2)(B)(i) of the Code) as of the date of his or her termination of employment, then any payment of deferred compensation subject to Section 409A to be made RSU Shares issuable or amounts payable to the Executive Grantee under this Agreement on account of his or her termination of employment shall be issued or paid to the Grantee upon a separation from service may not be made before the later of (i) the date that such RSU Shares or amounts would otherwise be issuable or payable to the Grantee under this Agreement without regard to this Section 9(e) and (ii) the date which is six months after following the Executivedate of the Grantee’s separation from service (termination of employment. The preceding sentence shall not apply in the event Grantee’s termination of employment is due to his or her death, if earlier). To If the extent that the Executive becomes subject to Grantee should terminate employment for a reason other than his or her death but subsequently die during the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as period described in subclause (ii) of the Agreement. For the purposes hereinfirst sentence above, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment six-month period shall be deemed to be a separate payment for purposes of Section 409A. To end on the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day date of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionGrantee’s death.

Section 409A. Notwithstanding 4.7.1 This Agreement is intended to satisfy the requirements of Section 409A of the Code ("Section 409A") with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. If either party notifies the other in writing that one or more or the provisions of this Agreement contravenes any other provision Treasury Regulations or guidance promulgated under Section 409A or causes any amounts to be subject to interest, additional tax or penalties under Section 409A, the parties shall agree to negotiate in good faith to make amendments to this Agreement as the Agreement parties mutually agree, reasonably and in good faith are necessary or desirable, to (i) maintain to the contrary, if maximum extent reasonably practicable the original intent of the applicable provisions without violating the provisions of Section 409A or increasing the costs to the Company of providing the applicable benefit or payment and (ii) to the extent that possible, to avoid the imposition of any interest, additional tax or other penalties under Section 409A is deemed to apply upon the parties. 4.7.2 To the extent the Executive would otherwise be entitled to any payment or benefit under the this Agreement, it is the general intention or any plan or arrangement of the Companies Company or its affiliates, that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals constitutes a "deferral of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation compensation" subject to Section 409A and that if paid during the six (6) months beginning on the date of termination of the Executive's employment would be subject to the Section 409A additional tax because the Executive is a "specified employee" (within the meaning of Section 409A and as determined by the Company), the payment or benefit will be made paid or provided to the Executive on the earlier of the first day following the six (6) month anniversary of the Executive's termination of employment or death. 4.7.3 Any payment or benefit due upon a separation from service may not be made before the date that is six months after termination of the Executive’s separation from service (or death, if earlier). To 's employment that represents a "deferral of compensation" within the extent that the Executive becomes subject to the six-month delay rule, all payments meaning of deferred compensation subject to Section 409A that would have been made shall be paid or provided to the Executive during the six months following his or her only upon a "separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” " as defined in Treas. Reg. § 1.409A-1(h). Each payment made under Section 409A if and to the extent required under Section 409A. Whenever payments under the this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a "deferral of compensation" subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) ("short-term deferrals") and (b)(9) ("separation pay plans," including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation § 1.409A-1 through A-6. 4.7.4 Notwithstanding anything to the contrary in Agreement, any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which the Executive's "separation from service" occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which the Executive's "separation from service" occurs. To the extent not otherwise specified in any expense reimbursement or the Agreement, all (A) reimbursements and (B) provision of any in-kind benefits provided under benefit is determined to be subject to Section 409A (and not exempt pursuant to the Agreement shall be made prior sentence or provided in accordance with the requirements of Section 409Aotherwise), including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect provision of in-kind benefits provided, during a calendar year may not affect the or expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year; year (3) the reimbursement of an eligible expense except for any life-time or other aggregate limitation applicable to medical expenses), and in no event shall any expenses be made no later than reimbursed after the last day of the calendar year following the calendar year in which the expense is incurred; Executive incurred such expenses, and (4) the in no event shall any right to reimbursement or in the provision of any in-kind benefits is not benefit be subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. Notwithstanding You and the Company agree that the payment schedule for any other provision payments described in this Section 3 may be adjusted as necessary to avoid the application of the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, (“Section 409A”), provided that no such adjustment shall result in either a decrease of any benefit or payment contemplated herein, nor an increase in the Agreement to the contrarycost of providing such payment or benefit. For example, if at the time of your separation from service, you are a “specified employee,” as hereinafter defined, any and all amounts payable under this Section 3 in connection with such separation from service that constitute deferred compensation subject to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, as determined by the Company in its sole discretion, and that would (but for this sentence) be payable within six months following such separation from service, shall instead be paid on the date that follows the date of such separation from service by six (6) months. For purposes of the preceding sentence, “separation from service” shall be determined in a manner consistent with subsection (a)(2)(A)(i) of Section 409A and the term “specified employee” shall mean an individual determined by the Company to be a specified employee as defined in subsection (a)(2)(B)(i) of Section 409A. This Agreement shall, to the extent practicable, will be construed interpreted and administered in accordance therewith. Deferrals of benefits distributable pursuant to with the Agreement that are otherwise exempt from applicable requirements of, and exemptions from, Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance consistent with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlierTreas. Reg. § 1.409A-1(c). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation and benefits are subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service409A, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the this Agreement shall be made or provided interpreted, construed and administered in accordance with a manner that satisfies the requirements of (i) Section 409A409A(a)(2), including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further), (iii) in the event that Section 409A requires that any special termsTreas. Reg. § 1.409A-1, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreementet seq., and (iiiii) terms used transitional relief under IRS Notice 2007-86, and (iv) other applicable authority issued by the Internal Revenue Service and the U.S. Department of the Treasury. All payments set forth in the Agreement this Section 3 shall be construed in accordance with Section 409A if subject to any applicable federal, state and/or local deductions, withholdings, payroll and other taxes. You will only be entitled to the payments and benefits described above and to the extent requiredno other payments or benefits. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations You acknowledge that the payments and benefits provided under the Agreement comply described in Section 3(a), (b) and (e) above represent valuable consideration in excess of that to which you might otherwise be entitled by reason of your employment by and termination from employment with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. Notwithstanding By accepting this Agreement, Employee hereby agrees and acknowledges that the Company does not make any other provision in the Agreement representations with respect to the contraryapplication of Section 409A of the Code to any tax, if and economic or legal consequences of any payments payable to Employee hereunder. Further, by the acceptance of this Agreement, Employee acknowledges that (i) Employee has obtained independent tax advice regarding the application of Section 409A of the Code to the extent that payments due to Employee hereunder, (ii) Employee retains full responsibility for the potential application of Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies Code to the tax and legal consequences of payments payable to Employee hereunder and (iii) the Company shall not indemnify or otherwise compensate Employee for any violation of Section 409A of the Code that such benefits shallmy occur in connection with this Agreement. The Parties agree that, to the extent practicableapplicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; interpreted and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed administered in accordance with Section 409A if of the Code and that the Parties will cooperate in good faith to amend such documents and to take such actions as may be necessary or appropriate to (i) exempt the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors compensation and benefits payable under this Agreement from Section 409A of the CompanyCode and/or preserve the intended tax treatment of such compensation and benefits, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement (ii) comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors 409A of the CompanyCode; provided, nor its however, that this Section 6.11 shall not create any obligation on the part of the Company to adopt any such amendment or their designees or agents be liable for all or take any portion of any taxes, penalties, interest or such other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionaction.

Section 409A. It is the intention of the parties that this Agreement comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance issued thereunder (“Section 409A”), and this Agreement will be interpreted in a manner intended to comply with Section 409A. All payments under this Agreement are intended to be excluded from the requirements of Section 409A or be payable on a fixed date or schedule in accordance with Section 409A(a)(2)(iv). To that effect, each installment, if any, of the payments, benefits, and other amounts shall be treated as a separate “payment” for purposes of Section 409A. Neither the Company nor Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent expressly permitted under Section 409A. Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed upon Employee in connection with payments made in accordance with this Agreement and with Section 409A, and shall indemnify and hold the Company harmless from any or all of such taxes or penalties. Notwithstanding any other provision anything in the this Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which Employee is publicly traded on an established securities market or otherwise and the Executive is determined deemed to be a “specified employee” (as defined under within the meaning of Section 409A409A(a)(2)(B)(i) and is not “disabled” within the meaning of Section 409A(a)(2)(C), any payment of no payments hereunder that are “deferred compensation compensation” subject to Section 409A to shall be made to the Executive upon a separation from service may not be made before Employee prior to the date that is six months after the Executivedate of Employee’s “separation from service service” (or deathas defined in Section 409A and any Treasury Regulations promulgated thereunder) or, if earlier), Employee’s date of death. To the extent that the Executive becomes subject to the Following any applicable six-month delay ruledelay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation compensation” subject to Section 409A that would have been made 409A, references to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or (and substantially similar phrases will phrases) shall be interpreted and applied in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance manner that is consistent with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.409A.

Section 409A. The following provisions shall apply to this Agreement, notwithstanding any provision to the contrary: (i) This Agreement is intended to comply with Section 409A of the Code and ambiguous provisions, if any, shall be construed in a manner that is compliant with or exempt from the application of Section 409A. If a provision of the Agreement would result in the imposition of applicable taxes and interest under Section 409A, such provision may be reformed to avoid imposition of such taxes and interest and no action taken to comply with Code Section 409A shall be deemed to adversely affect any rights or benefits of the Executive hereunder. (ii) This Agreement shall not be amended in a manner that would cause the Agreement or any amounts payable under the Agreement to fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Agreement. (iii) The Company shall neither cause nor permit any payment, benefit or consideration to be substituted for a benefit that is payable under this Agreement if such action would result in the failure of any amount that is subject to Section 409A to comply with the applicable requirements of Section 409A. (iv) The Company shall neither cause nor permit any adjustments to any equity interest to be made in a manner that would result in the equity interest’s becoming subject to Section 409A unless, after such adjustment, the equity interest is in compliance with the requirements of Section 409A to the extent applicable. (v) Notwithstanding any other provision in the of this Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (within the meaning of Section 409A as defined of the Executive’s Date of Termination, then any amounts or benefits which are payable under this Agreement upon the Executive’s “separation from service” within the meaning of Section 409A which are subject to the provisions of Section 409A and are not otherwise excluded under Section 409A), any payment of deferred compensation subject to Section 409A to and would otherwise be made to payable during the Executive upon a first six-month period following such separation from service may not shall be made before paid on the first Business Day next following the earlier of (a) the date that is six months after and one day following the Date of Termination or (b) the date of Executive’s separation from service death. (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments vi) For purposes of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments409A, each such installment payment under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionpayment.

Section 409A. Notwithstanding any other provision in the Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shallThe following rules shall apply, to the extent practicablenecessary, with respect to distribution of the payments and benefits, if any, to be provided to the Employee under this Agreement. Subject to the provisions in this Section 17, the payments pursuant to this Agreement shall begin only upon the date of the Employee’s “separation from service” (determined as set forth below) which occurs on or after the date of the Employee’s termination of employment. A. This Agreement is intended to comply with, with or be exempt fromfrom Code Section 409A and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith or be exempt therefrom and without resulting in any increase in the amounts owed hereunder by the Company. B. It is intended that each installment of the payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Section 409A409A of the Internal Revenue Code of 1986, as amended, and the Agreement shall, guidance issued thereunder (“Section 409A”). Neither the Employee nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent practicablespecifically permitted or required by Section 409A. C. If, be construed in accordance therewith. Deferrals as of benefits distributable pursuant to the Agreement that are otherwise exempt date of the Employee’s “separation from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt service” from Section 409A. In the event that Company, the Companies (or a successors thereto) have any stock which Employee is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under within the meaning of Section 409A), any payment then: each installment of deferred compensation subject to Section 409A to be made to the Executive upon a payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service may occurs, be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A- 1(b)(4) to the maximum extent permissible under Section 409A; and each installment of the payments and benefits due under this Agreement that are not described in the preceding sentence and that would, absent this subsection, be paid within the six-month period following the Employee’s “separation from service” from the Company shall not be made before paid until the date that is six months and one day after such separation from service (or, if earlier, the ExecutiveEmployee’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following the Employee’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from serviceand any subsequent installments, if any, will be accumulated and being paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent required that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 409A. Whenever payments under 1.409A-1(b)(9)(iii) must be paid no later than the Agreement are to last day of the second taxable year following the taxable year in which the separation from service occurs. D. The determination of whether and when the Employee’s separation from service from the Company has occurred shall be made in installmentsa manner consistent with, each such installment shall be deemed to be a separate payment and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 409A. To 18, “Company” shall include all persons with whom the extent not otherwise specified in the Agreement, all (A) Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-1(h)(3). E. All reimbursements and (B) in-kind benefits provided under the this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirement requirements that (1i) any reimbursement is for expenses incurred during the ExecutiveEmployee’s lifetime (or during a shorter period of time specified in the this Agreement); , (2ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, reimbursement in any other calendar year; , (3iii) the reimbursement of an eligible expense shall will be made no later than on or before the last day of the calendar year following the year in which the expense is incurred; incurred and (4iv) the right to reimbursement or in kind benefits is not subject to set off or liquidation or exchange for another any other benefit. Further. F. If any payments or benefits are conditioned on the execution of a release, (i) in and the event that Section 409A requires that any special termsperiod within which the Employee may consider whether to execute the release spans two calendar years, provisions, or conditions such payments and benefits will not be included in paid earlier than the Agreement, then first day of the second calendar year within such terms, provisions and conditions shall, period. G. Notwithstanding anything herein to the extent practicablecontrary, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement Company shall be construed in accordance with Section 409A if and have no liability to the extent required. Neither the Companies, its Employee or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes to any representations that other person if the payments and benefits provided under the in this Agreement comply that are intended to be exempt from or compliant with Section 409A, and in no event will the Companies, its 409A are not so exempt or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptioncompliant.

Section 409A. This Award is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”) and shall be interpreted accordingly. Notwithstanding the foregoing or any other provision in of the Agreement Plan to the contrary, if the Award is subject to the provisions of Section 409A (and not excepted therefrom), the provisions of the Plan and this Agreement shall be administered, interpreted and construed in a manner necessary to comply with Section 409A (or disregarded to the extent that Section 409A is such provision cannot be so administered, interpreted, or construed). If any payments or benefits hereunder may be deemed to apply constitute nonconforming deferred compensation subject to any benefit taxation under the Agreementprovisions of Section 409A, it is Participant agrees that the general intention Corporation may, without the consent of Participant, modify the Companies that such benefits shall, Agreement and the Award to the extent practicableand in the manner the Corporation deems necessary or advisable or to take such other action or actions, comply withincluding an amendment or action with retroactive effect, that the Corporation deems appropriate in order either to preclude any such payments or be exempt from, Section 409A, and benefits from being deemed “deferred compensation” within the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals meaning of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A or to provide such payments or benefits in a manner that would cause complies with the provisions of Section 409A to apply shall such that they will not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier)taxable thereunder. To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes hereinNotwithstanding, the phrase “termination of employment” or similar phrases will be interpreted in accordance Corporation makes no representations and/or warranties with the term “separation from service” as defined under Section 409A if and respect to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply compliance with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses Participant recognizes and acknowledges that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A could potentially impose upon Participant certain taxes or interest charges for which Participant is and shall be paid under the applicable exceptionremain solely responsible.

Section 409A. Notwithstanding any other provision in It is intended that this Agreement and the Agreement to the contrary, if payments and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, hereunder will comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the rules and regulations thereunder (“Section 409A”), to the extent applicable, and the Agreement shallshall be interpreted on a basis consistent with such intent. Neither the Company nor any subsidiary or affiliate makes any representations regarding the tax implications of the compensation and benefits to be paid to Executive under this Agreement, including, without limitation, under Section 409A, and neither the Company, any subsidiary, affiliate or owner of the Company shall be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A, other than if such tax or penalties are caused by Company’s breach of this Agreement. Notwithstanding anything in this Agreement to the extent practicablecontrary, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined deemed to be a “specified employee” (as defined under within the meaning of Section 409A409A(a)(2)(B)(i), any payment of no payments hereunder that are “deferred compensation compensation” subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death409A, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments409A, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided to Executive prior to the date that is six (6) months after the date of Executive’s “separation from service” (as defined in accordance Section 409A and any Treasury Regulations promulgated thereunder) or, if earlier, Executive’s date of death. Following any applicable six-month delay, any payments delayed by reason of application of the immediately prior sentence shall be paid on the first regular payroll date following such six-months anniversary. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be a “separation from service” within the meaning of Section 409A and interpreted and applied in a manner that is consistent with the requirements of Section 409A. For purposes of Section 409A, includingExecutive’s right to receive any installment payment pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, where applicable(i) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, the requirement that (1ii) any right to such reimbursement is or in-kind benefits shall not be subject to liquidation or exchange for expenses incurred during the Executive’s lifetime another benefit, and (or during a shorter period of time specified in the Agreement); (2iii) the amount of no such reimbursement, expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar provided in any taxable year may not shall in any way affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar taxable year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. (a) The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with Section 409A. Notwithstanding any other provision in the of this Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies Company and/or the Partnership determines that any compensation or benefits payable or provided under this Agreement may be subject to Section 409A, the Company and/or the Partnership may adopt (without any obligation to do so or to indemnify the Executive for failure to do so) such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company and/or the Partnership reasonably determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company and/or the Partnership or any of their respective affiliates, employees or agents. (b) Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: (i) No amount shall be payable pursuant to Sections 9(a) or (b) unless the termination of the Executive’s employment constitutes a successors thereto“separation from service” within the meaning of Section 1.409A-1(h) have any stock which is publicly traded on an established securities market or otherwise of the Department of Treasury Regulations with respect to both the Company and the Partnership; and (ii) If the Executive is determined deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement (as defined any such delayed commencement, a “Payment Delay”) of any portion of the termination benefits to which the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any payment portion of deferred the additional compensation subject awarded pursuant to Section 409A 9 and Section 11, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits shall not be made provided to the Executive upon a separation from service may not be made before prior to the date that is six months after earlier of (A) the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to expiration of the six-month delay ruleperiod measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A of the Code) or (B) the date of the Executive’s death. Upon the earlier of such dates (the “Delayed Payment Date”), all payments of deferred compensation subject pursuant to this Section 409A that would have been made 23(b)(ii) shall be paid in a lump sum to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from serviceExecutive, and any remaining payments due will under the Agreement shall be made paid as otherwise provided herein; Any payment subject to the Payment Delay shall be credited with interest for the period during which such payment is delayed pursuant to the Payment Delay at a rate equal to the then current borrowing rate on the Company’s unsecured line of credit that is used for daily cash management by the Company as in their ordinary course as described in effect on the Agreement. For date of the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term Executive’s “separation from service” as defined under Section 409A if and (the “Daily Cash Rate”) and, to the extent any payment subject to the Payment Delay is not paid on the Delayed Payment Date, such payment shall be credited with interest at a rate equal two times the Daily Cash Rate for the period commencing with the day after the Delayed Payment Date and ending on the date such payment is made (unless such non-payment is required under Section 409A. Whenever payments under the Agreement are by applicable law, rule or regulation, in which case such payment shall continue to be made in installments, each such installment shall be deemed to be credited with interest at the Daily Cash Rate); and (iii) The determination of whether the Executive is a separate payment “specified employee” for purposes of Section 409A. To 409A(a)(2)(B)(i) of the extent not otherwise specified in Code as of the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement time of his separation from service shall be made or provided by the Company in accordance with the requirements terms of Section 409A409A of the Code and applicable guidance thereunder (including without limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); and (iv) For purposes of Section 409A of the Code, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime right to receive installment payments shall be treated as a right to receive a series of separate and distinct payments; and (or during a shorter period of time specified in the Agreement); (2v) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the The reimbursement of an eligible any expense under Section 7 or Section 9 shall be made no later than the last day December 31 of the calendar year following the year in which the expense is was incurred; and (4) . The amount of expenses reimbursed in one year shall not affect the right to amount eligible for reimbursement or in kind benefits is not subject to liquidation or exchange for another benefitany subsequent year. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion The amount of any taxes, penalties, interest or Benefits provided in one year shall not affect the amount of Benefits provided in any other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionyear.

Section 409A. Notwithstanding To the extent that the Corporation determines that any compensation or benefit payable under this Agreement constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code, and any Treasury Regulations and other interpretive guidance issued thereunder (collectively referred to in this Section as “Section 409A”), the Agreement is intended, with respect to such compensation or benefit, to comply with the applicable requirements of Section 409A or satisfy an applicable exception thereto, and this Agreement shall be construed and administered in accordance with such intent, provided that the Corporation shall not be required to assume any increased economic burden in connection therewith. Although the Corporation intends to administer this Agreement so that it will comply with the requirements of Section 409A, the Corporation does not represent or warrant that this Agreement will comply with Section 409A or any other provision in of federal, state, local or foreign law. Neither the Corporation nor its directors, officers, employees or advisers shall be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation or benefits paid under this Agreement, and the Corporation shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Section 409A, or otherwise. Notwithstanding any provision of this Agreement to the contrary, if and any compensation or benefit payable hereunder that constitutes a deferral of compensation under Section 409A shall be subject to the extent following: (a) The parties agree that Section 409A is deemed to apply to if any compensation or benefit under the Agreement, it is the general intention of the Companies that such benefits shall, payable hereunder may be subject to the extent practicable, comply with, or be exempt from, requirements of Section 409A, and the Corporation may adopt such amendments to this Agreement shallor take any other actions which are intended, with respect to such compensation or benefit, to either (a) comply with the extent practicable, be construed in accordance therewith. Deferrals applicable requirements of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors b) satisfy an applicable exception thereto. (b) have any stock which is publicly traded on an established securities market or otherwise and If the Executive is determined deemed at the time of his or her separation from service to be a “specified employee” (as defined under for purposes of Code Section 409A409A(a)(2)(B)(i), to the extent delayed commencement of any payment portion of deferred the compensation subject or benefits to which the Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A to 409A(a)(2)(B)(i) (any such delayed commencement, a “Payment Delay”), such compensation or benefits shall be made provided to the Executive upon a separation from service may not be made before on the earlier to occur of (1) the date that is six months after and one day from the date of the Executive’s “separation from service service” with the Corporation or (or 2) the Executive’s death, if earlier). To Upon the extent that the Executive becomes subject to the six-month delay ruleearlier of such dates, all payments of and benefits deferred compensation subject to Section 409A that would have been made pursuant to the Payment Delay shall be paid in a lump sum to the Executive, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein. The determination of whether the Executive during is a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i) as of the six months following time of his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will service shall be made in their ordinary course as described in by the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted Corporation in accordance with the term “separation from service” as defined under terms of Section 409A if 409A. (c) Each separately identified amount and each installment payment, to which the extent required under Section 409A. Whenever payments under the Agreement are Executive is entitled to be made in installments, each such installment payment shall be deemed to be a separate payment for purposes of Section 409A. To 409A. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) right to payment or reimbursement or in-kind benefits provided under the Agreement shall not be made subject to liquidation or provided in accordance with the requirements of Section 409Aexchange for any other benefit, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2ii) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar any taxable year may of the Executive shall not affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar taxable year; , provided that the foregoing clause (3ii) shall not be violated by any lifetime and other annual limits provided under the reimbursement of an eligible expense Corporation’s health plans and (iii) such payments shall be made no later than on or before the last day of the calendar Executive’s taxable year following the taxable year in which the expense was incurred. (e) The payment of any compensation or benefit that is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that requirements of Section 409A requires that any special terms, provisions, or conditions may not be included in the Agreement, then such terms, provisions and conditions shall, accelerated except to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with permitted by Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.409A.

Section 409A. (a) The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with Section 409A. Notwithstanding any other provision in the of this Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies Company determines that any compensation or benefits payable or provided under this Agreement may be subject to Section 409A, the Company may adopt (without any obligation to do so or to indemnify ▇▇▇▇▇▇▇▇▇▇▇ for failure to do so) such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from ▇▇▇▇▇▇▇▇▇▇▇ or any other individual to the Company or any of its affiliates, employees or agents. (b) Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: (i) No amount shall be payable pursuant to Sections 7(a) or (b) unless the termination of ▇▇▇▇▇▇▇▇▇▇▇’▇ employment constitutes a successors thereto“separation from service” within the meaning of Section 1.409A-1(h) have any stock which of the Department of Treasury Regulations with respect to the Company; and (ii) If ▇▇▇▇▇▇▇▇▇▇▇ is publicly traded on an established securities market or otherwise and deemed at the Executive is determined time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which ▇▇▇▇▇▇▇▇▇▇▇ is entitled under this Agreement (as defined after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any payment portion of deferred the additional compensation subject awarded pursuant to Section 409A 7, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of ▇▇▇▇▇▇▇▇▇▇▇’▇ termination benefits shall not be made provided to ▇▇▇▇▇▇▇▇▇▇▇ prior to the Executive upon a separation from service may not be made before earlier of (A) the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to expiration of the six-month delay ruleperiod measured from the date of ▇▇▇▇▇▇▇▇▇▇▇’▇ “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A of the Code) or (B) the date of ▇▇▇▇▇▇▇▇▇▇▇’▇ death. Upon the earlier of such dates, all payments of deferred compensation subject pursuant to this Section 409A that would have been made 10(b)(ii) shall be paid in a lump sum to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service▇▇▇▇▇▇▇▇▇▇▇, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be paid as otherwise provided herein; and (iii) The determination of whether ▇▇▇▇▇▇▇▇▇▇▇ is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made or provided by the Company in accordance with the requirements terms of Section 409A, including, where applicable, 409A of the requirement that Code and applicable guidance thereunder (1including without limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreementsuccessor provision thereto); and (2iv) For purposes of Section 409A of the amount Code, ▇▇▇▇▇▇▇▇▇▇▇’▇ right to receive installment payments pursuant to Sections 7(a) or (b) shall be treated as a right to receive a series of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar yearseparate and distinct payments; and (3v) the The reimbursement of an eligible any expense under Section 5 or Section 7 shall be made no later than the last day December 31 of the calendar year following the year in which the expense is was incurred; and (4) . The amount of expenses reimbursed in one year shall not affect the right to amount eligible for reimbursement or in kind benefits is not subject to liquidation or exchange for another benefitany subsequent year. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion The amount of any taxes, penalties, interest or Benefits provided in one year shall not affect the amount of Benefits provided in any other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionyear.

Section 409A. Notwithstanding any other provision in the Agreement anything herein to the contrary, if this Agreement is intended to be interpreted and to applied so that the extent that payments set forth herein either shall either be exempt from the requirements of Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shallInternal Revenue Code of 1986, as amended (the “Code”), or shall comply with the requirements of Section 409A of the Code, and, accordingly, to the maximum extent practicablepermitted, this Agreement shall be interpreted to be exempt from or in compliance with Section 409A of the Code. Notwithstanding the foregoing, none of the Company, its Affiliates, officers, directors, employees, or agents guarantees that this Agreement complies with, or is exempt from, the requirements of Section 409A of the Code and none of the foregoing shall have any liability for the failure of this Agreement to comply with, or be exempt from, Section 409Asuch requirements. By: Title: Address: PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PHANTOM SHARES SUBJECT TO THIS AWARD SHALL VEST AND BECOME SETTLED, IF AT ALL, ONLY DURING THE PERIOD OF PARTICIPANT’S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THIS AWARD). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF PARTICIPANT’S CONTINUOUS SERVICE. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THE EXECUTION AND EFFECTIVENESS OF THIS AGREEMENT IS CONDITIONED UPON PARTICIPANT’S EXECUTION OF EXHIBIT A ATTACHED HERETO, WHICH SHALL SIGNIFY PARTICIPANT’S ACCEPTANCE OF AND AGREEMENT TO THE TERMS SET FORTH THEREIN. Participant acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof. Participant has reviewed this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined Plan in their entirety, has had an opportunity to be a “specified employee” (as defined under Section 409A), any payment obtain the advice of deferred compensation subject tax and legal counsel prior to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from serviceexecuting this Agreement, and any remaining payments due will fully understands all provisions of this Agreement and the Plan. Participant hereby agrees that all disputes arising out of or relating to this Agreement and the Plan shall be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted resolved in accordance with the term “separation from service” as defined under Section 409A if and Plan. Participant further agrees to notify the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified Company upon any change in the address for notice indicated in this Agreement, all . DATED: SIGNED: PARTICIPANT Address: This Restrictive Covenant Agreement (Athe “Restrictive Agreement”) reimbursements is made and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last entered into this day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, , (ithe “Effective Date”) in by and between ▇▇▇▇▇▇▇ Energy Corporation, a Delaware corporation (the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement“Company”), and , residing at (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionEmployee”).

Section 409A. Notwithstanding any other provision in the Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it It is the general intention intent of the Companies this Award Agreement that such it and all payments and benefits shall, to the extent practicable, comply with, or U.S. taxpayers hereunder be exempt from, or comply with, the requirements of Section 409A, so that none of the Performance Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and the any ambiguities or ambiguous terms in this Award Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed so exempt or so comply. Each payment payable under this Award Agreement is intended to be constitute a separate payment for purposes of Treasury Regulation Section 409A. 1.409A-2(b)(2). To the extent not otherwise specified that end, and notwithstanding anything in the Award Agreement or in the Plan to the contrary, subject to Section 4(b)(ii) of these “Terms and Conditions of Performance Unit Grant” of this Award Agreement, all (A) reimbursements and (B) in-kind benefits provided under payment in the Agreement shall form of issuance of Shares in settlement of any vested portion of the Award will be made or as provided in accordance with the requirements Vesting and Issuance Criteria of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified this Award Agreement and in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day all cases by March 15 of the calendar year following the calendar year in which occurs the expense is incurred; and (4) first date on which the right to reimbursement or in kind benefits is not applicable Performance Units are no longer subject to liquidation or exchange a substantial risk of forfeiture for another benefit. Further, (i) in the event that purposes of Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in 409A. In no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all Company or any portion of Service Recipient (as defined below) have any taxesliability or obligation to reimburse, penalties, interest indemnify or other expenses hold harmless Participant for any taxes or costs that may be imposed on or incurred by the Executive (or any person claiming through him or her) on account Participant as a result of non-compliance with Section 409A. Any payments that qualify for Subject to Section 23 of these “Terms and Conditions of Performance Unit Grant” of this Award Agreement, Participant and the Company agree to work together in good faith to consider amendments to this Award Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Payment under Section 409A. For purposes of this Award Agreement, “short-term deferralSection 409A” exception or another exception under Code means Section 409A shall of the Code, and any final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be paid under the applicable exceptionamended from time to time.

Section 409A. Notwithstanding any other provision The parties intend that the payments and entitlements provided hereunder be exempt from or in the Agreement to the contrary, if and to the extent that compliance with Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shallInternal Revenue Code, and accordingly, to the maximum extent practicablepermitted, comply with, or this Agreement shall be exempt from, Section 409A, and the Agreement shall, interpreted to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A or in a manner that would cause compliance therewith, as applicable. The payments to Executive pursuant to this Agreement are intended to be exempt from Section 409A to apply the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall not be permitted unless such deferrals are in constitute a “separately identified” amount within the meaning of Treasury regulation §1.409A-2(b)(2). Nothing contained herein shall constitute any representation or warranty by the Company regarding compliance with or otherwise exempt from Section 409A. In the event that the Companies terms of this Agreement would subject Executive to taxes or penalties under Section 409A (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise “409A Penalties”), Executive and the Executive Company shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of employment, unless such termination is determined to be also a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated ” within the meaning of Section 409A and paid the payment thereof prior to the Executive during the seventh month following his or her a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase references to a “termination,” “termination of employment” or similar phrases will be interpreted in accordance with the term like terms shall mean “separation from service” as defined under Section 409A if and to within the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes meaning of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the AgreementTreasury regulation §1.409A-1(h); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. (a) The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with Section 409A. Notwithstanding any other provision in the of this Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies Company and/or the Partnership determines that any compensation or benefits payable or provided under this Agreement may be subject to Section 409A, the Company and/or the Partnership may adopt (without any obligation to do so or to indemnify the Executive for failure to do so) such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company and/or the Partnership reasonably determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company and/or the Partnership or any of their respective affiliates, employees or agents. (b) Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement: (i) No amount shall be payable pursuant to Sections 9(a) or (b) unless the termination of the Executive’s employment constitutes a successors thereto“separation from service” within the meaning of Section 1.409A-1(h) have any stock which is publicly traded on an established securities market or otherwise of the Department of Treasury Regulations with respect to both the Company and the Partnership; and (ii) If the Executive is determined deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement (as defined any such delayed commencement, a “Payment Delay”) of any portion of the termination benefits to which the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any payment portion of deferred the additional compensation subject awarded pursuant to Section 409A 9 and Section 11, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits shall not be made provided to the Executive upon a separation from service may not be made before prior to the date that is six months after earlier of (A) the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to expiration of the six-month delay ruleperiod measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A of the Code) or (B) the date of the Executive’s death. Upon the earlier of such dates (the “Delayed Payment Date”), all payments of deferred compensation subject pursuant to this Section 409A that would have been made 23(b)(ii) shall be paid in a lump sum to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from serviceExecutive, and any remaining payments due will under the Agreement shall be made paid as otherwise provided herein. Any payment subject to the Payment Delay shall be credited with interest for the period during which such payment is delayed pursuant to the Payment Delay at a rate equal to the then current borrowing rate on the Company’s unsecured line of credit that is used for daily cash management by the Company as in their ordinary course as described in effect on the Agreement. For date of the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term Executive’s “separation from service” as defined under Section 409A if and (the “Daily Cash Rate”) and, to the extent any payment subject to the Payment Delay is not paid on the Delayed Payment Date, such payment shall be credited with interest at a rate equal two times the Daily Cash Rate for the period commencing with the day after the Delayed Payment Date and ending on the date such payment is made (unless such non-payment is required under Section 409A. Whenever payments under the Agreement are by applicable law, rule or regulation, in which case such payment shall continue to be made in installments, each such installment shall be deemed to be credited with interest at the Daily Cash Rate); and (iii) The determination of whether the Executive is a separate payment “specified employee” for purposes of Section 409A. To 409A(a)(2)(B)(i) of the extent not otherwise specified in Code as of the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement time of his separation from service shall be made or provided by the Company in accordance with the requirements terms of Section 409A409A of the Code and applicable guidance thereunder (including without limitation Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); and (iv) For purposes of Section 409A of the Code, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime right to receive installment payments shall be treated as a right to receive a series of separate and distinct payments; and (or during a shorter period of time specified in the Agreement); (2v) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the The reimbursement of an eligible any expense under Section 7 or Section 9 shall be made no later than the last day December 31 of the calendar year following the year in which the expense is was incurred; and (4) . The amount of expenses reimbursed in one year shall not affect the right to amount eligible for reimbursement or in kind benefits is not subject to liquidation or exchange for another benefitany subsequent year. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion The amount of any taxes, penalties, interest or Benefits provided in one year shall not affect the amount of Benefits provided in any other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionyear.

Section 409A. The parties intend for this Agreement to conform in all respects to the requirements under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, the parties intend for this Agreement to be interpreted, construed, administered and applied in a manner as shall meet and comply with the requirements of Section 409A, and the Board may amend this Agreement in its discretion so as to comply with any such requirement. Any reference in this Agreement to Section 409A, or any subsection thereof, shall be deemed to mean and include, to the extent then applicable and then in force and effect (but not to the extent overruled, limited or superseded), published rulings, notices and similar announcements issued by the Internal Revenue Service under or interpreting Section 409A and regulations (proposed, temporary or final) issued by the United States Secretary of the Treasury under or interpreting Section 409A. Notwithstanding any other provision in of this Agreement, neither the Agreement Company nor any of its subsidiaries or affiliates nor any individual acting as a director, officer, employee, agent or other representative of the Company or of a subsidiary or affiliate shall be liable to the contraryExecutive or any other person for any claim, loss, liability or expense arising out of any interest, penalties or additional taxes due by the Executive or any other person as a result of this Agreement or the administration thereof not satisfying any of the requirements of Section 409A. The Executive represents and warrants that he has reviewed or will review with his own tax advisors the federal, state, local and employment tax consequences of entering into this Agreement, including, without limitation, under Section 409A, and, with respect to such matters, he relies solely on such advisors. If the Executive is a “specified employee” (as determined by the Company under Section 409A) on the date of the Executive’s separation from service, if and to the extent that Section 409A is deemed to apply to any benefit payments payable upon such separation from service under this Agreement constitute deferred compensation within the Agreement, it is the general intention meaning of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and each such severance payment shall be paid on the Agreement shall, to later of (a) the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined date scheduled to be a “specified employee” (as defined paid under Section 409A)6 hereof, any payment of deferred compensation subject to Section 409A to be made to or (b) the Executive upon a separation from service may not be made before first business day after the date that is six (6) months after the date of the Executive’s separation from service (or death, if earlier)service. To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined Each installment under Section 409A if and to the extent required under Section 409A. Whenever payments under the this Agreement are to be made in installments, each such installment shall be deemed to be regarded as a separate payment “payment” for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.409A.

Section 409A. 1. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any other provision in the of this Agreement to the contrary, if and in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Agreement may be subject to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the compensation and benefits payable under this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies 409A, and/or (or a successors theretoii) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance comply with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may however, that this Section VII.I.1 does not, and shall not affect be construed so as to, create any obligation on the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the AgreementCompany to adopt any such amendments, and (ii) terms used in policies or procedures or to take any other such actions or to create any liability on the Agreement part of the Company for any failure to do so. In no event shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its any of their respective affiliates or any of their designees respective officers, directors or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents advisors be liable for all or any portion of any taxes, penalties, penalties or interest imposed under or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account operation of non-compliance with Section 409A. Any right to a series of installment payments that qualify for pursuant to this Agreement is to be treated as a right to a series of separate payments. 2. Notwithstanding anything to the “short-term deferral” exception contrary in this Agreement, no compensation or another exception under Code benefits (including, without limitation, any compensation or benefits provided pursuant to Section 409A IV.D.2 or IV.D.3 above) shall be paid to Executive during the six (6)-month period following Executive’s Separation from Service if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the applicable exceptionCode. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Executive’s death), the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such period (without interest).

Section 409A. (a) It is intended that this Agreement comply in all respects with the requirements of Section 409A of the Code and applicable Treasury Regulations and other generally applicable guidance issued thereunder (collectively, the “Applicable Regulations”), and this Agreement shall be interpreted for all purposes in accordance with this intent. (b) Notwithstanding any other term or provision of this Agreement (including any term or provision of the Plan incorporated in this Agreement by reference), the parties hereto agree that, from time to time, the Company may, without prior notice to or consent of the Grantee, amend this Agreement to the extent determined by the Company, in the exercise of its discretion in good faith, to be necessary or advisable to prevent the inclusion in the Grantee’s gross income pursuant to the Applicable Regulations of any compensation intended to be deferred hereunder. The Company shall notify the Grantee as soon as reasonably practicable of any such amendment affecting the Grantee. (c) In the event that the RSU Shares issuable or amounts payable under this Agreement are subject to any taxes, penalties or interest under the Applicable Regulations, the Grantee shall be solely liable for the payment of any such taxes, penalties or interest. Although the Company intends to administer the Plan and this Agreement to prevent adverse taxation under the Applicable Regulations, the Company does not represent nor warrant that the Plan or this Agreement complies with any provision of federal, state, local or other tax law. (d) Except as otherwise specifically provided herein, the time for distribution of the RSU Shares as provided in Sections 4, 5(b) and 5(d) shall not be accelerated or delayed for any reason, unless to the extent necessary to comply with or permitted under the Applicable Regulations. (e) Notwithstanding any term or provision of this Agreement to the contrary, if and to the extent that Section 409A Grantee is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” employee (as defined under in Section 409A)409A(a)(2)(B)(i) of the Code) as of the date of his or her termination of employment, then any payment of deferred compensation subject to Section 409A to be made RSU Shares issuable or amounts payable to the Executive Grantee under this Agreement on account of his or her termination of employment shall be issued or paid to the Grantee upon a separation from service may not be made before the later of (i) the date that such RSU Shares or amounts would otherwise be issuable or payable to the Grantee under this Agreement without regard to this Section 12(e) and (ii) the date which is six months after following the Executivedate of the Grantee’s separation from service (termination of employment. The preceding sentence shall not apply in the event ▇▇▇▇▇▇▇’s termination of employment is due to his or her death, if earlier). To If the extent that the Executive becomes subject to Grantee should terminate employment for a reason other than his or her death but subsequently die during the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as period described in subclause (ii) of the Agreement. For the purposes hereinfirst sentence above, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment six-month period shall be deemed to be a separate payment for purposes of Section 409A. To end on the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day date of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exceptionGrantee’s death.

Section 409A. (i) Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the Parties is that the payments and benefits under this Agreement be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and all Treasury Regulations and guidance promulgated thereunder (“Code Section 409A”) and to the maximum extent permitted this Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company or its affiliates or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. (ii) Notwithstanding any other provision in the of this Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit reimbursement of expenses constitutes “deferred compensation” under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment reimbursement shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day December 31 of the calendar year following the year in which the expense is incurred; and was incurred (4or, where applicable, no later than such earlier time required by this Agreement). The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year. (iii) For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) receive payments in the event that form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of the Company. (iv) Notwithstanding any other provision of this Agreement to the contrary, if at the time of the Executive’s separation from service (as defined in Code Section 409A requires that any special terms409A), provisions, or conditions be included in the Agreement, Executive is a “Specified Employee,” then such terms, provisions and conditions shall, solely to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with required by Code Section 409A, and the Company will defer the payment or commencement of any nonqualified deferred compensation subject to Code Section 409A payable upon separation from service (without any reduction in no event will such payments or benefits ultimately paid or provided to the CompaniesExecutive) until the date that is six (6) months following separation from service or, its or their Affiliatesif earlier, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or earliest other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception date as is permitted under Code Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six (6) month period or such shorter period, if applicable). The Executive will be a “Specified Employee” for purposes of this Agreement if, on the date of the Executive’s separation from service, the Executive is an individual who is, under the method of determination adopted by the Company designated as, or within the category of employees deemed to be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination. (v) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Code Section 409A upon or following a termination of the Executive’s employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be paid under the applicable exceptiondate of termination for purposes of any such payment or benefits. In no event shall the timing of the Executive’s execution of the General Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is deferred compensation subject to Code Section 409A and subject to execution of the General Release could be executed in more than one taxable year, payment shall be made in the later taxable year.

Section 409A. (i) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any other provision in the of this Agreement to the contrary, if and in the event that following the Effective Date, the Company determines that any compensation or benefits payable under this Agreement may be subject to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to (i) exempt the compensation and benefits payable under this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies 409A, and/or (or a successors theretoii) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance comply with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during however, that this Section 4(c) does not, and shall not be construed so as to, create any obligation on the part of the Company to adopt any such amendments, policies or procedures or to take any other such actions or to create any liability on the part of the Company for any failure to do so. (ii) Any right to a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits series of installment payments pursuant to this Agreement is to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the treated as a right to reimbursement a series of separate payments. To the extent permitted under Section 409A, any separate payment or in kind benefits is benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used provided in the Agreement shall be construed exceptions in accordance with Treasury Regulation Section 409A if and to the extent required. Neither the Companies1.409A-1(b)(4), its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all 1.409A-1(b)(9) or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” applicable exception or another exception under Code provision of Section 409A shall be paid under the applicable exception.409A.

Section 409A. Notwithstanding any other provision in The payments and benefits under this Agreement are intended to qualify for exemptions from the application of Section 409A of the Internal Revenue Code (“Section 409A”), and this Agreement will be construed to the contrarygreatest extent possible as consistent with those provisions, if and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A is deemed to apply the extent necessary to any benefit avoid adverse taxation under Section 409A. Notwithstanding anything to the Agreement, it is the general intention of the Companies that such benefits shallcontrary herein, to the extent practicable, required to comply with, or be exempt from, with Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals a termination of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply employment shall not be permitted deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such deferrals are in compliance with or otherwise exempt termination is also a “separation from service” within the meaning of Section 409A. In The Senior Manager's right to receive any installment payments will be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the event that contrary in this Agreement, if the Companies (or a successors thereto) have any stock which Senior Manager is publicly traded on an established securities market or otherwise and deemed by the Executive is determined Company at the time of the Senior Manager's separation from service to be a “specified employee” (as defined for purposes of Section 409A, and if any of the payments upon separation from service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation,” then, to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A and the related adverse taxation under Section 409A), any payment of deferred compensation subject to Section 409A to such payments shall not be made provided to the Executive upon a separation from service may not be made before Senior Manager prior to the date that is six months after earliest of (a) the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to expiration of the six-month delay rule, all payments period measured from the date of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, (b) the date of the Senior Manager's death or (c) such earlier date as permitted under Section 409A without the imposition of adverse taxation. With respect to payments to be made upon execution of an effective release, if anythe release revocation period spans two calendar years, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For second of the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and two calendar years to the extent required necessary to avoid adverse taxation under Section 409A. Whenever payments under the Agreement are With respect to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) or in-kind benefits provided under to the Agreement shall be made Senior Manager hereunder (or provided in accordance with the requirements of otherwise) that are not exempt from Section 409A, including, where applicable, the requirement that following rules shall apply: (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2x) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar year may any one of the Senior Manager's taxable years shall not affect the expenses eligible for reimbursement, or in in-kind benefits benefit to be provided, provided in any other calendar taxable year; , (3y) in the case of any reimbursements of eligible expenses, reimbursement of an eligible expense shall be made no later than on or before the last day of the calendar Senior Manager's taxable year following the taxable year in which the expense is incurred; was incurred and (4z) the right to reimbursement or in in-kind benefits is shall not be subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. Notwithstanding any other provision in the Agreement to the contrary, if and This section applies to the extent that the Team Member is subject to taxation in the U.S. Payments made pursuant to the Plan and this Grant Agreement are intended to comply with or qualify for an exemption from Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shallCode (“Section 409A”). The Company reserves the right, to the extent practicablethe Company deems necessary or advisable in its sole discretion, comply to unilaterally amend or modify the Plan and/or this Grant Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, including any amendments or actions that would result in the reduction of benefits payable under this Grant Agreement, as the Company determines are necessary or appropriate to ensure that all RSUs are made in a manner that qualifies for an exemption from, or complies with, Section 409A or mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A; provided however, that the Company makes no representations that the RSUs will be exempt from any penalties that may apply under Section 409A and makes no undertaking to preclude Section 409A from applying to this RSU. For the avoidance of doubt, the Team Member hereby acknowledges and agrees that the Company will have no liability to the Team Member or any other party if any amounts payable under this Grant Agreement are not exempt from, or compliant with, Section 409A, and or for any action taken by the Agreement shall, to the extent practicable, be construed in accordance therewithCompany with respect thereto. Deferrals of benefits distributable pursuant to the Any payments under this Grant Agreement that are otherwise exempt from considered non-qualified deferred compensation subject to Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals (“NQDC”) and are in compliance with or otherwise exempt from Section 409A. In payable on the event that the Companies (date of, or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive date that is determined to be by reference to, the Team Member's “separation from service” (within the meaning of Section 409A) of a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to shall be made to the Executive upon on a separation from service may not be made before the date that is the earliest of (a) the Team Member’s death, (b) the original specified settlement date and (c) the date which is one day following six months after the Executivedate of the Team Member’s separation from service (service. If the RSUs or death, if earlier). To dividend equivalents are considered NQDC and the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his payment period contemplated in Sections 8 or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein10 crosses a calendar year, the phrase “termination of employment” RSUs or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A dividend equivalents shall be paid under in the applicable exceptionsecond calendar year.

Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for purposes of the separation pay exemption, each installment paid to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in the Agreement to the contrarythis Agreement, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee,” (as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under Section 409A), any this Agreement (i) constitutes the payment of nonqualified deferred compensation subject to compensation, within the meaning of Section 409A to be made to of the Executive Code, (ii) is payable upon a separation from service may not be made before the date that is six months after the Executive’s separation from service and (or death, if earlier). To iii) under the extent that the Executive becomes subject terms of this Agreement would be payable prior to the six-month delay rule, all payments anniversary of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her Executive’s separation from service, if any, will such payment shall be accumulated and paid delayed until the earlier to occur of (a) the Executive during six-month anniversary of the seventh month following his or her separation from serviceservice or (b) the date of Executive’s death. In addition, each payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, which is conditioned upon Executive’s execution of a release and any remaining payments due will which is to be made paid during a designated period that begins in their ordinary course as described a first taxable year and ends in a second taxable year shall be paid in the Agreementsecond taxable year. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and Any reimbursement payable to the extent required under Section 409A. Whenever payments under the Agreement are Executive pursuant to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the this Agreement shall be made or provided in accordance with conditioned on the requirements submission by Executive of Section 409Aall expense reports reasonably required by the Company under any applicable expense reimbursement policy, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense and shall be made paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the expense is incurred; and (4) reimbursable expense. Any amount of expenses eligible for reimbursement during a calendar year shall not affect the amount of expenses eligible for reimbursement during any other calendar year. The right to any reimbursement or in kind benefits is pursuant to this Agreement shall not be subject to liquidation or exchange for another any other benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. The parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulations Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Section 409A is applicable to this Agreement and any such payments and benefits, the parties intend that this Agreement and such payments and benefits comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision in the of this Agreement to the contrary, if this Agreement shall be interpreted, operated and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A administered in a manner that would cause Section 409A consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that contrary: (i) if at the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the time Executive’s employment hereunder terminates, Executive is determined to be a “specified employee,” (as defined in Treasury Regulations Section 1.409A-1(i) and determined using the identification methodology selected by the Company from time to time, or if none, the default methodology, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Section 409A), any payment and all amounts payable under this Agreement on account of deferred compensation subject to Section 409A to such termination of employment that would (but for this provision) be made to the Executive upon a separation from service may not be made before payable within six (6) months following the date that is six months after of termination, shall instead be paid in a lump sum, without interest, on the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments first day of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his the date on which Executive’s employment terminates or, if earlier, upon Executive’s death; (ii) a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or her benefits upon or following a termination of employment unless such termination is also a “separation from service,” as defined in Treasury Regulations Section 1.409A-1(h) after giving effect to the presumptions contained therein, and and, for purposes of any remaining payments due will be made in their ordinary course as described in the such provision of this Agreement. For the purposes herein, the phrase references to “terminate,” “termination,” “termination of employment” or similar phrases will be interpreted in accordance with the term “and like terms shall mean separation from service” as defined ; (iii) each payment made under Section 409A if and to the extent required under Section 409A. Whenever payments under the this Agreement are to be made in installments, each such installment shall be deemed to be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments; and (iv) with regard to any provision in this Agreement that provides for purposes reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning of Treasury Regulations Section 409A. To the extent not otherwise specified in the Agreement1.409A-1(b), all (A) reimbursements and (B) the right to reimbursement or in-kind benefits provided under the Agreement shall not be made subject to liquidation or provided in accordance with the requirements of Section 409Aexchange for another benefit, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2B) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar any taxable year may shall not affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar taxable year; , and (3C) the reimbursement of an eligible expense such payments shall be made no later than two and a half months after the last day end of the calendar year following the year in which the expense is expenses were incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. Notwithstanding any other provision in The payments and benefits under this Agreement are intended to qualify for exemptions from the application of Section 409A of the Internal Revenue Code (“Section 409A”), and this Agreement will be construed to the contrarygreatest extent possible as consistent with those provisions, if and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A is deemed to apply the extent necessary to any benefit avoid adverse taxation under Section 409A. Notwithstanding anything to the Agreement, it is the general intention of the Companies that such benefits shallcontrary herein, to the extent practicable, required to comply with, or be exempt from, with Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals a termination of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply employment shall not be permitted deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such deferrals are in compliance with or otherwise exempt termination is also a “separation from service” within the meaning of Section 409A. In The Executive's right to receive any installment payments will be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and contrary in this Agreement, if the Executive is determined deemed by the Employer at the time of the Executive's separation from service to be a “specified employee” (as defined for purposes of Section 409A, and if any of the payments upon separation from service set forth herein and/or under any other agreement with the Employer are deemed to be “deferred compensation,” then, to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A and the related adverse taxation under Section 409A), any payment of deferred compensation subject to Section 409A to such payments shall not be made provided to the Executive upon a separation from service may not be made before prior to the date that is six months after earliest of (a) the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to expiration of the six-month delay rule, all payments period measured from the date of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, (b) the date of the Executive's death or (c) such earlier date as permitted under Section 409A without the imposition of adverse taxation. With respect to payments to be made upon execution of an effective release, if anythe release revocation period spans two calendar years, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For second of the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and two calendar years to the extent required necessary to avoid adverse taxation under Section 409A. Whenever payments under the Agreement are With respect to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) or in-kind benefits provided under to the Agreement shall be made Executive hereunder (or provided in accordance with the requirements of otherwise) that are not exempt from Section 409A, including, where applicable, the requirement that following rules shall apply: (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2x) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar year may any one of the Executive's taxable years shall not affect the expenses eligible for reimbursement, or in in-kind benefits benefit to be provided, provided in any other calendar taxable year; , (3y) in the case of any reimbursements of eligible expenses, reimbursement of an eligible expense shall be made no later than on or before the last day of the calendar Executive's taxable year following the taxable year in which the expense is incurred; was incurred and (4z) the right to reimbursement or in in-kind benefits is shall not be subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. (i) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Amended Effective Date (collectively, “Section 409A”). Notwithstanding any other provision in the of this Agreement to the contrary, if and in the event that following the Amended Effective Date, the Company determines that any compensation or benefits payable under this Agreement may be subject to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and the Agreement shallprocedures with retroactive effect), to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event take any other actions that the Companies (Company determines are necessary or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise appropriate to preserve the intended tax treatment of the compensation and the Executive is determined benefits payable hereunder, including without limitation actions intended to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (B) in-kind benefits provided under the Agreement shall be made or provided in accordance comply with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during that this Section 5(m) does not, and shall not be construed so as to, create any obligation on the part of the Company to adopt any such amendments, policies or procedures or to take any other such actions. In no event shall the Company, its affiliates or any of their respective officers, directors or advisors be liable for any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law. (ii) Any right to a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits series of installment payments pursuant to this Agreement is to be providedtreated as a right to a series of separate payments. (iii) To the extent that any payments or reimbursements provided to the Covered Employee under this Agreement are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, in any other calendar year; (3) the reimbursement of an eligible expense such amounts shall be made no paid or reimbursed to the Covered Employee reasonably promptly, but not later than the last day December 31st of the calendar year following the year in which the expense is was incurred; . The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (4) the Covered Employee’s right to such payments or reimbursement or in kind benefits is shall not be subject to liquidation or exchange for another any other benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. The parties acknowledge and agree that, to the extent applicable, this Restricted Share Unit Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with, Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), and the Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any other provision in the of this Restricted Share Unit Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies Company determines that any compensation or benefits payable or provided under this Restricted Share Unit Agreement may be subject to Section 409A of the Code, the Company, with the Grantee’s consent, may adopt such limited amendments to this Restricted Share Unit Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Restricted Share Unit Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Restricted Share Unit Agreement or a successors thereto(ii) have comply with the requirements of Section 409A of the Code. In furtherance of the foregoing, to the maximum extent permitted by applicable law, the settlement of the Restricted Share Units (including any stock which is publicly traded on an established securities market or otherwise and the Executive is determined dividend equivalent rights) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the Restricted Share Units or any dividend equivalent rights may not so qualify, and in that case, the Company shall administer the grant and settlement of such Restricted Share Units and any dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of the Grantee’s termination of employment with the Company, the Grantee is a “specified employee” (as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Grantee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. Notwithstanding any payment other provision of this Restricted Share Unit Agreement, to the extent the delivery of the shares represented by this Restricted Share Unit Agreement is treated as non-qualified deferred compensation subject to Section 409A to of the Code, then no delivery of such shares shall be made to upon the Executive upon a separation from service may not be made before the date that is six months after the ExecutiveGrantee’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term employment unless such termination of employment constitutes a “separation from service” as defined under Section 409A if and to within the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes meaning of Section 409A. To 1.409A-1(h) of the extent not otherwise specified in Treasury Regulations. Although the AgreementCompany intends to administer this Restricted Share Unit Agreement so that the Award will be exempt from, all (A) reimbursements or will be interpreted and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with comply with, the requirements of Section 409A, including, where applicable409A of the Code, the requirement Company does not warrant that (1) the Award made under this Restricted Share Unit Agreement will qualify for favorable tax treatment under Section 409A of the Code or any reimbursement is other provision of federal, state, local or foreign law. The Company shall not be liable to the Grantee for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursementany tax, interest, or in kind benefits provided, during penalties that Grantee might owe as a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day result of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Award made under this Restricted Share Unit Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. Notwithstanding any other provision in To the fullest extent applicable, the compensation and benefits payable under this Agreement are intended to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and from the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals definition of benefits distributable pursuant to the Agreement that are otherwise exempt from “nonqualified deferred compensation” under Section 409A in a manner that would cause accordance with one or more of the exemptions available under the final Treasury Regulations promulgated under Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In (the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlierTreasury Regulations”). To the extent that the Executive any such compensation or benefit under this Agreement is or becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made due to a failure to qualify for an exemption from the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination definition of employment” or similar phrases will be interpreted nonqualified deferred compensation in accordance with the term “separation from service” as defined under Treasury Regulations, this Agreement is intended to comply with the applicable requirements of Section 409A if with respect to the payment of such compensation or benefits. This Agreement shall be interpreted and administered to the extent required under Section 409A. Whenever payments under possible in a manner consistent with the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes foregoing statement of Section 409A. intent. To the extent not otherwise specified in applicable, each of the exceptions to Section 409A’s prohibition on acceleration of payments of nonqualified deferred compensation provided under Treasury Regulation 1.409A-3(j)(4) shall be permitted under the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicableincluding without limitation, the requirement exception available under Treasury Regulation 1.409A-3(j)(4)(v). Notwithstanding anything herein to the contrary, the Employee expressly agrees and acknowledges that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that any taxes are imposed under Section 409A requires that in respect of any special termscompensation or benefits payable to the Employee, provisions, whether in connection with a Separation from Service under this Agreement or conditions be included in the Agreementotherwise, then (i) the payment of such termstaxes shall be solely the Employee’s responsibility, provisions (ii) neither Live Nation nor any of its past or present directors, officers, employees or agents shall have any liability for any such taxes and conditions shall(iii) the Employee shall indemnify and hold harmless, to the greatest extent practicablepermitted under law, be deemed to be made a part each of the Agreement, foregoing from and (ii) terms used against any claims or liabilities that may arise in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion respect of any such taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. 1. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”). Notwithstanding any other provision in the of this Agreement to the contrary, if and in the event that following the Effective Date, Parent or the Company determines that any compensation or benefits payable under this Agreement may be subject to the extent that Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, Parent and the Company may adopt such amendments to this Agreement shallor adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that Parent and the Company determines are necessary or appropriate to preserve the extent practicableintended tax treatment of the compensation and benefits payable hereunder, be construed in accordance therewith. Deferrals of including without limitation actions intended to (i) exempt the compensation and benefits distributable pursuant to the payable under this Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies 409A, and/or (or a successors theretoii) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance comply with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may however, that this Section 7.9(a) does not, and shall not affect be construed so as to, create any obligation on the expenses eligible for reimbursementpart of Parent or the Company to adopt any such amendments, policies or in kind benefits procedures or to be provided, in take any other calendar year; (3) such actions or to create any liability on the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of Parent or the AgreementCompany for any failure to do so. In no event shall Parent, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its any of their respective affiliates or any of their designees respective officers, directors or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents advisors be liable for all or any portion of any taxes, penalties, penalties or interest imposed under or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account operation of non-compliance with Section 409A. Any right to a series of installment payments that qualify for pursuant to this Agreement is to be treated as a right to a series of separate payments. 2. Notwithstanding anything to the “short-term deferral” exception contrary in this Agreement, no compensation or another exception under Code benefits (including, without limitation, any compensation or benefits provided pursuant to Section 409A 4.4(b) or (c) above) shall be paid to Executive during the six (6)-month period following Executive’s Separation from Service if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the applicable exceptionCode. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Executive’s death), the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such period (without interest).

Section 409A. Notwithstanding To the extent that the Corporation determines that any compensation or benefit payable under this Agreement constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code, and any Treasury Regulations and other interpretive guidance issued thereunder (collectively referred to in this Section as “Section 409A”), the Agreement is intended, with respect to such compensation or benefit, to comply with the applicable requirements of Section 409A or satisfy an applicable exception thereto, and this Agreement shall be construed and administered in accordance with such intent, provided that the Corporation shall not be required to assume any increased economic burden in connection therewith. Although the Corporation intends to administer this Agreement so that it will comply with the requirements of Section 409A, the Corporation does not represent or warrant that this Agreement will comply with Section 409A or any other provision of federal, state, local or foreign law. Neither the Corporation nor its directors, officers, employees or advisers shall be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation or benefits paid under this Agreement, and the Corporation shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Section 409A or otherwise or to make any “gross up” payments in the respect thereof. Notwithstanding any provision of this Agreement to the contrary, if and any compensation or benefit payable hereunder that constitutes a deferral of compensation under Section 409A shall be subject to the extent following: (a) The parties agree that Section 409A is deemed to apply to if any compensation or benefit under the Agreement, it is the general intention of the Companies that such benefits shall, payable hereunder may be subject to the extent practicable, comply with, or be exempt from, requirements of Section 409A, and the Corporation may adopt such amendments to this Agreement shallor take any other actions which are intended, with respect to such compensation or benefit, to either (a) comply with the extent practicable, be construed in accordance therewith. Deferrals applicable requirements of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors b) satisfy an applicable exception thereto. (b) have any stock which is publicly traded on an established securities market or otherwise and If the Executive is determined deemed at the time of his separation from service to be a “specified employee” (as defined under for purposes of Code Section 409A409A(a)(2)(B)(i), to the extent delayed commencement of any payment portion of deferred the compensation subject or benefits to which the Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A to 409A(a)(2)(B)(i) (any such delayed commencement, a “Payment Delay”), such compensation or benefits shall be made provided to the Executive upon a separation from service may not be made before on the earlier to occur of (1) the date that is six months after and one day from the date of the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if with the Corporation or (2) the Executive’s death. Upon the earlier of such dates, all payments and benefits deferred pursuant to the extent required under Section 409A. Whenever payments Payment Delay shall be paid in a lump sum to the Executive, and any remaining compensation and benefits due under the Agreement are to shall be paid or provided as otherwise set forth herein. The determination of whether the Executive is a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i) as of the time of his separation from service shall be made by the Corporation in installmentsaccordance with the terms of Section 409A. (c) Each separately identified amount and each installment payment, each such installment to which the Executive is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A. To 409A. (d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) right to payment or reimbursement or in-kind benefits provided under the Agreement shall not be made subject to liquidation or provided in accordance with the requirements of Section 409Aexchange for any other benefit, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2ii) the amount of expenses eligible for reimbursement, or in in-kind benefits provided, during a calendar any taxable year may of the Executive shall not affect the expenses eligible for reimbursement, or in in-kind benefits to be provided, in any other calendar taxable year; , provided that the foregoing clause (3ii) shall not be violated by any lifetime and other annual limits provided under the reimbursement of an eligible expense Corporation’s health plans and (iii) such payments shall be made no later than on or before the last day of the calendar Executive’s taxable year following the taxable year in which the expense was incurred. (e) The payment of any compensation or benefit that is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that requirements of Section 409A requires that any special terms, provisions, or conditions may not be included in the Agreement, then such terms, provisions and conditions shall, accelerated except to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with permitted by Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.409A.

Section 409A. The parties intend that this Agreement and the payments and benefits provided hereunder, including, without limitation, those provided pursuant to Section 7 hereof, be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treas. Reg. Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treas. Reg. Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits thereunder comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision in the Agreement anything herein to the contrary, if this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions; provided, however that in no event shall the Company or its agents, parents, subsidiaries, affiliates or successors be liable for any additional tax, interest or penalty that may be imposed on you pursuant to the extent that Code Section 409A is deemed or for any damages incurred by you as a result of this Agreement (or the payments or benefits hereunder) failing to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A409A. Without limiting the generality of the foregoing, and the notwithstanding any other provision of this Agreement shall, to the contrary: (a) To the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Code Section 409A in is applicable to this Agreement, a manner that would cause Section 409A to apply termination of employment shall not be permitted deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which termination is publicly traded on an established securities market or otherwise and the Executive is determined to be also a “specified employee” (as defined under Section 409A), any payment of deferred compensation subject to Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service,” as defined in Treas. Reg. Section 1.409A-1(h), if any, will be accumulated and paid after giving effect to the Executive during presumptions contained therein (and without regard to the seventh month following his or her separation from serviceoptional alternative definitions available therein), and and, for purposes of any remaining payments due will be made in their ordinary course as described in the such provision of this Agreement. For the purposes herein, the phrase references to “terminate,” “termination,” “termination of employment,” or similar phrases will be interpreted in accordance with the term “resignation” and like terms shall mean “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.”;

Section 409A. Notwithstanding any other provision in Although the Agreement Company does not guarantee to the contraryParticipant any particular tax treatment relating to the Units, if the Units provided hereunder are intended to comply with the applicable requirements of Section 409A of the Code, to the extent subject thereto, and shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. To the extent the Units constitute deferred compensation subject to the requirements of Section 409A of the Code, and to the extent that the Units are vested on the Participant’s Termination of Employment in accordance with Section 409A 4(b) or (e) above, if on the date of the Participant’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code, the Participant is deemed to apply to any benefit under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (as defined under within the meaning of Section 409A)409A(a)(2)(B) of the Code, any payment the delivery of deferred compensation the shares of Stock subject to Section 409A the Units shall, to the extent required to be made delayed pursuant to Section 409A(a)(2)(B) of the Executive upon a separation from service may not Code, be made before on the date that is six months after the Executive’s separation from service (or deathfollowing such date or, if earlier), the date of the Participant’s death. To the extent that the Executive becomes subject Notwithstanding any provision of this Award Agreement to the six-month delay rulecontrary, all payments for purposes of any provision of this Award Agreement providing for distribution of shares of Stock upon a Termination of Employment that is considered deferred compensation subject to under Section 409A that would have been made 409A, references to the Executive during Participant’s Termination of Employment (and corollary terms) with the six months following his or her separation from service, if any, will Company shall be accumulated and paid construed to refer to the Executive during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term Participant’s “separation from service” as defined under (within the meaning of Treas. Reg. Section 409A if and to the extent required under Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A1.409A-1(h)) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, (i) in the event that Section 409A requires that any special terms, provisions, or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Section 409A if and to the extent required. Neither the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

Section 409A. Notwithstanding (1) It is the parties’ intention that the payments and benefits to which you could become entitled in connection with your employment under this Agreement be exempt from or comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance promulgated thereunder. The provisions of this Section 6(i) shall qualify and supersede all other provisions of this Agreement as necessary to fulfill the foregoing intention while to the maximum possible extent preserving the economic terms otherwise intended hereunder. If you or MF Global believes, at any time, that any of such payment or benefit is not so exempt or does not so comply, you or MF Global will promptly advise the other provision party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on you and on MF Global) or to mitigate any additional tax or interest (or both) that may apply under Section 409A if exemption or compliance is not practicable. MF Global agrees that it will not, without your prior written consent, knowingly take any action, or knowingly refrain from taking any action, other than as required by law, that would result in the Agreement to the contrary, if and to the extent that Section 409A is deemed to apply to any benefit imposition of tax or interest (or both) upon you under the Agreement, it is the general intention of the Companies that such benefits shall, to the extent practicable, comply with, or be exempt from, Section 409A, and the Agreement shall, unless such action or omission is pursuant to your written request. (2) To the extent practicableapplicable, be construed in accordance therewith. Deferrals of benefits distributable each and every payment made pursuant to the Section 6 of this Agreement that shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii). (3) If you are otherwise exempt from Section 409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Section 409A. In the event that the Companies (or a successors thereto) have any stock which is publicly traded on an established securities market or otherwise and the Executive is determined to be a “specified employee” (determined by MF Global in accordance with Section 409A and Treasury Regulation Section 1.409A-3(i)(2)) as of your separation from service as defined under for purposes of Section 409A)409A (a “Separation from Service”) with MF Global, and if any payment payment, benefit or entitlement provided for in this Agreement or otherwise both (i) constitutes a “deferral of deferred compensation compensation” within the meaning of and subject to Section 409A (“Nonqualified Deferred Compensation”) and (ii) cannot be paid or provided in a manner otherwise provided herein without subjecting you to additional tax or interest (or both) under Section 409A, then any such payment, benefit or entitlement that is payable during the first six (6) months following the Separation from Service shall be paid or provided to you in a lump sum cash payment to be made to on the Executive upon a separation from service may not be made before earlier of (x) your death and (y) the date that is six months after the Executive’s separation from service (or death, if earlier). To the extent that the Executive becomes subject to the six-month delay rule, all payments first business day of deferred compensation subject to Section 409A that would have been made to the Executive during the six months following his or her separation from service, if any, will be accumulated and paid to the Executive during the seventh (7th) month immediately following his or her separation your Separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and Service. (4) Except to the extent required any reimbursement, payment or entitlement under Section 409A. Whenever payments under the this Agreement are to be made in installmentsdoes not constitute Nonqualified Deferred Compensation, each such installment shall be deemed to be a separate payment for purposes of Section 409A. To the extent not otherwise specified in the Agreement, all (A) reimbursements and (B) in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement); (2i) the amount of expenses eligible for reimbursement, reimbursement or the provision of any in-kind benefit (as defined in kind benefits provided, Section 409A) to you during a any calendar year may will not affect the amount of expenses eligible for reimbursement, reimbursement or in provided as in-kind benefits to be provided, you in any other calendar year; year (3subject to any lifetime and other annual limits provided under MF Global’s health plans), (ii) the reimbursement of an eligible expense reimbursements for expenses for which you are entitled shall be made no later than on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; and , or (4iii) the right to payment or reimbursement or in in-kind benefits may not be liquidated or exchanged for any other benefit. (5) Any payment or benefit paid or provided under Section 6 hereof or otherwise paid or provided due to a Separation from Service that is not subject to liquidation or exchange for another benefit. Further, (i) in the event that exempt from Section 409A requires that any special terms, provisions, pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) will be paid or conditions be included in the Agreement, then such terms, provisions and conditions shall, provided to you only to the extent practicablethe expenses are not incurred or the benefits are not provided beyond the last day of your second taxable year following your taxable year in which the Separation from Service occurs; provided, be deemed however that MF Global reimburses such expenses no later than the last day of the third taxable year following your taxable year in which your Separation from Service occurs. (6) It is the parties’ intention that the definition of Good Reason and the separation-from-service procedures specified in Section 6(c) hereof satisfy the conditions set forth in Treasury Regulation Section 1.409A-1(n)(2) for a termination for Good Reason to be made treated as an “involuntary separation from service” for purposes of Section 409A. (7) Any dispute resolution payment (including related reimbursable expenses, fees and other costs) that does not constitute a part of the Agreement, and (ii) terms used in the Agreement shall be construed “legal settlement” in accordance with Section 409A if and Treasury Regulation 1.409A-1(b)(11) will be paid by MF Global to you not later than the extent required. Neither last day of your taxable year following the Companiesyear in which the dispute is resolved. (8) Any payment, its benefit or their Affiliates, the Board, the Committee, the board entitlement provided for in this Agreement that constitutes Nonqualified Deferred Compensation due upon a termination of directors of the Company, nor its or their designees or agents makes any representations that the payments and benefits provided under the Agreement comply with Section 409A, and in no event will the Companies, its or their Affiliates, the Board, the Committee, the board of directors of the Company, nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive (or any person claiming through him or her) on account of non-compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A employment shall be paid under the applicable exceptionor provided to you only upon a Separation from Service.