Common use of Code Section 409A Clause in Contracts

Code Section 409A. To the extent applicable, it is intended that this Agreement and any payment made hereunder shall comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax law.

Code Section 409A. To the extent applicable, it The Agreement is intended that this Agreement and any payment made hereunder shall to comply with the requirements of Section 409A of the Code, Code or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. therefrom. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. 409A of the Code. In no event may the EmployeeExecutive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Code Section 409A409A of the Code, including, without limitation, including that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the EmployeeExecutive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the EmployeeExecutive’s remaining lifetimelifetime or if longer, through the 20th anniversary of the Effective Date. The Employee acknowledges that he has been advised to consult with an attorney To the extent the Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance promulgated thereunder and any elections made by the Company in accordance therewith, notwithstanding the timing of payment provided in any other advisors Section of the Employee’s choice prior to executing this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be payable, distributable or settled during the six-month period after separation from service, will be made during such six- month period, and any such payment, distribution or benefit will instead be paid, distributed or settled on the Employee further acknowledges thatfirst business day after such six-month period; provided that if the Executive dies following the Date of Termination and prior to the payment, in entering into this Agreementdistribution, he has not relied upon settlement or provision of the any representation payments, distributions or statement made by any agent benefits delayed on account of Section 409A of the Code, such payments, distributions or benefits shall be paid or provided to the personal representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) Executive’s estate within 30 days after the date of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawExecutive’s death.

Code Section 409A. To This Section 13 applies if the extent applicable, it Executive is intended that subject to taxation under the Code. This Agreement and the amounts payable and other benefits provided under this Agreement and any payment made hereunder shall are intended to comply with the requirements of with, or otherwise be exempt from, Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service Code (“Code Section 409A”), provided that for after giving effect to the avoidance exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of doubtthis Agreement is found not to comply with, this provision shall or otherwise not be construed exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to require a gross-up payment be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in respect of any taxesexercising its discretion under this Section 13, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Board shall modify this Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. and without reducing any payment or benefit due under this Agreement. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Code Section 409A. In no event may the EmployeeWith respect to any reimbursement of expenses of, directly or indirectly, designate the calendar year any provision of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided to, the Executive, as specified under this Agreement Agreement, such reimbursement of expenses or provision of in-kind benefits shall be made or provided in accordance with subject to the requirements of Code Section 409A, including, without limitation, that following limitations: (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any given calendar one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any other calendar taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred and (iii) the Employee’s right to have the Company pay reimbursement or provide such reimbursements and in-kind benefits may benefit shall not be liquidated subject to liquidation or exchanged exchange for another benefit. If a payment obligation under this Agreement arises on account of a Change in Control or the Executive’s termination of employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be payable only if the Change in Control constitutes a Control Change Event or after the Executive’s Separation from Service, as applicable; provided, however, that if the Executive is a Specified Employee, any other benefit; such payment that is scheduled to be paid within six months after such Separation from Service shall accrue without interest and (iv) in no event shall be paid on the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors first day of the Employee’s choice prior to executing this Agreement, and seventh month beginning after the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) date of the payment Executive’s Separation from Service or, if earlier, within fifteen days after the appointment of any compensation the personal representative or benefits hereunder under Code Section 409A and any similar sections executor of state tax lawthe Executive’s estate following the Executive’s death.

Code Section 409A. To the extent applicable, it is intended that this This Agreement and shall be interpreted to avoid any payment made hereunder shall comply with the requirements of penalty sanctions under Section 409A of the Code, or an exemption or exclusion therefrom Code and the final regulations and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service thereunder (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall . If any payment or benefit cannot be construed provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to require be made upon a gross-up payment termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in respect this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any taxes, interest severance payments or penalties imposed on the Employee benefits otherwise payable pursuant to this Agreement as a result of Code such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A. Any provision that would cause 409A(a)(1), then the Agreement or Company will not commence any payment hereof of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to fail to satisfy Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1⁄2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code Section 409A shall have no force or effect for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until amended in the least restrictive manner necessary to comply first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, which amendment may such amounts will be retroactive paid in a lump sum to Executive on the extent permitted by Code Section 409A. Each earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment under this Agreement shall or benefit is designated as a separate payment or benefit and will not collectively be treated as a separate single payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment benefit. This provision is intended to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, including, without limitation, that (i) and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in no event shall reimbursements by the Company under good faith to consider amendments to this Agreement be made later than the end and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay any additional tax or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice income recognition prior to executing this Agreement, and actual payment to Executive under Section 409A. Notwithstanding anything to the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly contrary set forth in this Agreement, including, without limitation, to the extent that any representation amendment to this Agreement with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation severance payments or benefits hereunder would constitute under Code Section 409A and any similar sections a delay or acceleration in a payment or a change in the form of state tax lawpayment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. To the extent applicable, it It is intended that this Agreement and any payment made hereunder shall comply with the requirements of Code Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for to the avoidance of doubtextent applicable. This Agreement shall be administered in a manner consistent with this intent, this provision shall not be construed to require a gross-up payment in respect of and any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the this Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this Agreement to the contrary, in the least restrictive manner event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then to the extent necessary to comply with Code Section 409A, which amendment may such payment or benefit shall not be retroactive made, provided or commenced until six months after Executive’s separation from service. Lump sum payments shall be made, without interest, as soon as administratively practicable following the six-month delay. Any installments otherwise due during the six-month delay shall be paid in a lump sum, without interest, as soon as administratively practicable following the six-month delay, and the remaining installments shall be paid in accordance with the original schedule. For purposes of Section 409A, the right to a series of installment payments shall be treated as a right to a series of separate payments. Each separate payment in the series of separate payments shall be analyzed separately for purposes of determining whether such payment is subject to, or exempt from compliance with, the requirements of Section 409A. Notwithstanding anything in this Agreement to the contrary, to the extent permitted by Code required in order to avoid accelerated taxation and/or additional taxes under Section 409A. Each payment 409A, amounts reimbursable to Executive under this Agreement shall be treated as a separate payment paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under this Agreement shall be made comply with, or provided in accordance with the requirements of Code are exempt from, Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and Company be liable for any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment portion of any compensation taxes, penalties, interest or benefits hereunder under Code other expenses that may be incurred by Executive on account of non-compliance with Section 409A and any similar sections of state tax law.409A.

Code Section 409A. To It is the extent applicable, it is intended intent of the parties that this Agreement be interpreted and any payment made hereunder shall comply administered in compliance with the requirements of Section section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to the extent applicable. In this connection, the Bank will have authority to take any action, or an exemption or exclusion therefrom and refrain from taking any related regulations or other guidance promulgated action, with respect to such Section by this Agreement that is reasonably necessary to ensure compliance with Code section 409A (provided that the U.S. Department Bank will choose the action that best preserves the value of the Treasury or payments and benefits provided to Executive under this Agreement), and the Internal Revenue Service parties agree that this Agreement will be interpreted in a manner that is consistent with Code section 409A. In furtherance, but not in limitation of the foregoing: (a) in the event that Executive is a “specified employee” within the meaning of Code Section section 409A”), payments which constitute a “deferral of compensation” under Code section 409A and which would otherwise become due during the first six (6) months following Executive’s termination of employment will be delayed and all such delayed payments will be paid in full in the seventh (7th) month after the Executive’s termination of employment, and all subsequent payments will be paid in accordance with their original payment schedule, provided that the above delay will not apply to any payments that are excepted from coverage by Code section 409A, such as those payments covered by the short-term deferral exception described in Treasury Regulations section 1.409A-1(b)(4); (b) notwithstanding any other provision of this Agreement, a termination of Executive’s employment hereunder will mean, and be interpreted consistent with, a “separation from service” within the meaning of Code section 409A; and (c) with respect to the reimbursement of fees and expenses provided for herein, the avoidance of doubt, this provision shall not be construed to require following will apply: (i) unless a specific time period during which such expense reimbursements and tax gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment payments may be retroactive to the extent permitted by Code Section 409A. Each payment under this Agreement shall incurred is provided for herein, such time period will be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment deemed to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurredExecutive’s lifetime; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide expenses eligible for reimbursement hereunder in any given calendar particular year shall will not affect the in-kind benefits that the Company is obligated to pay or provide expenses eligible for reimbursement in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may reimbursement of expenses will not be liquidated subject to liquidation or exchanged exchange for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements reimbursement of an eligible expense or to provide such ina tax gross-kind benefits apply later than up payment will be made on or before the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors last day of the Employee’s choice prior to executing this Agreementcalendar year following the calendar year in which the expense was incurred or the tax was remitted, and as the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawcase may be.

Code Section 409A. To This Agreement and the extent applicable, it is intended that amounts payable and other benefits provided under this Agreement and any payment made hereunder shall are intended to comply with the requirements of with, or otherwise be exempt from, Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service Code (“Code Section 409A”), provided that for after giving effect to the avoidance exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of doubtthis Agreement is found not to comply with, this provision shall or otherwise not be construed exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to require a gross-up payment be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in respect of any taxesexercising its discretion under this Section 6, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Board shall modify this Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. necessary. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Code Section 409A. In no event may the EmployeeWith respect to any reimbursement of expenses of, directly or indirectly, designate the calendar year any provision of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided to, the Executive, as specified under this Agreement Agreement, such reimbursement of expenses or provision of in-kind benefits shall be made or provided in accordance with subject to the requirements of Code Section 409A, including, without limitation, that following limitations: (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any given calendar one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any other calendar taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred and (iii) the Employee’s right to have the Company pay reimbursement or provide such reimbursements and in-kind benefits may benefit shall not be liquidated subject to liquidation or exchanged exchange for any other another benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be payable only after the Executive’s Separation from Service; provided, however, that if the Executive is a Specified Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates payment that is not expressly set forth in this Agreement, including, scheduled to be paid within six months after such Separation from Service shall accrue without limitation, any representation with respect to interest and shall be paid on the consequences or characterization (including for purpose of tax withholding and reporting) first day of the payment seventh month beginning after the date of any compensation the Executive’s Separation from Service or, if earlier, within fifteen days after the appointment of the personal representative or benefits hereunder under Code Section 409A and any similar sections executor of state tax lawthe Executive’s estate following the Executive’s death.

Code Section 409A. To The intent of the extent applicable, it parties is intended that payments and benefits under this Agreement and any payment made hereunder shall comply with the requirements of or be exempt from Section 409A (“Section 409A”) of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service Code of 1986, as amended (the “Code Section 409ACode”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment under and this Agreement shall be treated as a separate payment interpreted and administered accordingly. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Employers for purposes of Code this Agreement, unless the Executive would be considered to have incurred a “separation from service” from the Employers within the meaning of Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment 409A (a “Separation from Service”). Each amount to be made under this Agreement. All reimbursements and in-kind benefits paid or benefit to be provided under this Agreement shall be made or provided in accordance with the requirements construed as a separate identified payment for purposes of Code Section 409A, includingand any payments described in Section 5 of this Agreement that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding any provision of this Agreement to the contrary, without limitationif, that at the time of the Executive’s Separation from Service, the stock of the Employers (or any successor entity) is treated as “publicly traded” under Section 409A(a)(2)(B)(1) of the Code and the Executive is deemed to be a “specified employee” within the meaning of said section, all payments which are subject to Section 409A as deferred compensation and which would otherwise be required to be made upon such Separation from Service shall be made on the earlier of (i) in no event shall reimbursements by the Company first day of the first month commencing at least six (6) months following Executive’s Separation from Service or (ii) the date of the Executive’s death. To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the Executive under this Agreement shall be made later than paid to the end Executive on or before the last day of the calendar year next following the calendar year in which the applicable fees expense was incurred and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay expenses eligible for reimbursement during any one year may not effect amounts reimbursable or provide provided in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar subsequent year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax law.

Code Section 409A. To Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision in the Agreement, the Company reserves the right, to the extent applicablethe Company deems necessary or advisable in its sole discretion, it is intended that to unilaterally amend or modify the Plan and/or this Agreement and any payment to ensure that all Options granted to Optionees who are United States taxpayers are made hereunder in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the Options shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any Options granted thereunder. If this Agreement fails to meet the requirements of Section 409A 409A, neither the Company nor any of the Codeits affiliates shall have any liability for any tax, penalty or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Optionee by Section 409A. Any provision that would cause 409A, and the Agreement or any payment hereof to fail to satisfy Code Section 409A Optionee shall have no force recourse against the Company or effect until amended any of its affiliates for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise payable to or provided to the least restrictive manner necessary to comply with Code Optionee under this Agreement. For purposes of Section 409A, which amendment may be retroactive to the extent permitted each “payment” (as defined by Code Section 409A. Each payment 409A) made under this Agreement shall be treated as considered a “separate payment payment.” In addition, for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (i) in the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no event shall reimbursements by the Company under this Agreement be made later than the end of the second calendar year next following the calendar year containing the Optionee’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. If the Optionee is a “specified employee” as defined in which Section 409A (and as applied according to procedures of the Company and its affiliates) as of his separation from service, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable fees exemptions from Section 409A), and expenses were incurred; to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) the first day of the seventh month following the Optionee’s separation from service, or (ii) the amount Optionee’s date of indeath; provided, however, that any payments delayed during this six-kind benefits that month period shall be paid in the Company is obligated to pay or provide aggregate in any given calendar year shall not affect a lump sum, without interest, on the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors first day of the Employeeseventh month following the Optionee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawseparation from service.

Code Section 409A. To the extent applicable, it It is intended that any amounts payable under this Agreement and any payment made hereunder shall either be exempt from or comply with the requirements of Code Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of (including the Treasury or the Internal Revenue Service regulations and other published guidance relating thereto) (“Code Section 409A”)) so as not to subject the Executive to payment of any additional tax, provided that for penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted, and if necessary modified or reformed (including any modification or reformation regarding the avoidance timing and amount of doubtany payment) to avoid the imputation of any such additional tax, this provision penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. A termination of employment shall not be construed deemed to require a gross-up payment in respect have occurred for purposes of any taxes, interest provision of this Agreement providing for the payment of any amounts or penalties imposed on benefits that the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Company determines may be considered nonqualified deferred compensation under Code Section 409A shall have no force upon or effect until amended in following a termination of employment unless such termination is also a "separation from service" within the least restrictive manner necessary to comply with meaning of Code Section 409A, which amendment may be retroactive and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like term, and the timing thereof, shall mean such a separation from service. Notwithstanding any other provision of this Agreement, in the event the Executive is a “specified employee” as defined in Code Section 409A on the date the Executive incurs a separation from service, as so defined, to the extent permitted required by Code Section 409A. Each payment under this Agreement 409A, payments and benefits hereunder to which Code Section 409A would apply may not commence to the Executive until the earlier of the first day of the seventh month following the month that includes the Executive’s separation from service (as defined in Code Section 409A) or the date of the Executive’s death and any delayed payments and benefits shall be paid and provided in the aggregate, without interest, no later than ten (10) days following such date. For purposes of Code Section 409A, the Executive's right to receive the payments and benefits hereunder shall be treated as a right to receive a series of separate and distinct payments and benefits. Whenever a payment for purposes or benefit hereunder specifies a payment or benefit period with reference to a number of Code Section 409A. days, the actual date of payment or benefit within the specified period shall be within the sole discretion of the Company. In no event may the EmployeeExecutive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements Plan, to the extent such payment is subject to Code Section 409A. The Company makes no representation or warranty and in-kind benefits provided under shall have no liability to the Executive or any other person if any provisions of this Agreement shall be made or provided in accordance with the requirements of are determined to constitute deferred compensation subject to Code Section 409A, includingbut do not satisfy an exemption from, without limitationor the conditions of, Code Section 409A. Any terms of this Agreement that (i) in no event are undefined or ambiguous shall reimbursements be interpreted by the Company under in its discretion in a manner that complies with Code Section 409A to the extent necessary to comply therewith. If for any reason any provision of this Agreement does not accurately reflect its intended establishment of an exemption from or compliance with Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated considered ambiguous as to pay its exemption from or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult compliance with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of state tax lawthe Company.

Code Section 409A. To the extent applicable, it is intended that this This Agreement and shall be interpreted to avoid any payment made hereunder shall comply with the requirements of penalty sanctions under Section 409A of the Code, or an exemption or exclusion therefrom Code and the final regulations and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service thereunder (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall . If any payment or benefit cannot be construed provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to require be made upon a gross-up payment termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in respect this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any taxes, interest severance payments or penalties imposed on the Employee benefits otherwise payable pursuant to this Agreement as a result of Code such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A. Any provision that would cause 409A(a)(1), then the Agreement or Company will not commence any payment hereof of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to fail to satisfy Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 1/2) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code Section 409A shall have no force or effect for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until amended in the least restrictive manner necessary to comply first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, which amendment may such amounts will be retroactive paid in a lump sum to Executive on the extent permitted by Code Section 409A. Each earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment under this Agreement shall or benefit is designated as a separate payment or benefit and will not collectively be treated as a separate single payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment benefit. This provision is intended to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, including, without limitation, that (i) and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in no event shall reimbursements by the Company under good faith to consider amendments to this Agreement be made later than the end and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay any additional tax or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice income recognition prior to executing this Agreement, and actual payment to Executive under Section 409A. Notwithstanding anything to the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly contrary set forth in this Agreement, including, without limitation, to the extent that any representation amendment to this Agreement with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation severance payments or benefits hereunder would constitute under Code Section 409A and any similar sections a delay or acceleration in a payment or a change in the form of state tax lawpayment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. To This Agreement and the extent applicable, it is intended that amounts payable and other benefits provided under this Agreement and any payment made hereunder shall are intended to comply with the requirements of with, or otherwise be exempt from, Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service Code (“Code Section 409A”), provided that for after giving effect to the avoidance exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of doubtthis Agreement is found not to comply with, this provision shall or otherwise not be construed exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to require a gross-up payment be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in respect of any taxesexercising its discretion under this Section 14, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Board shall modify this Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. and without reducing any payment or benefit due under this Agreement. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Code Section 409A. In no event may the EmployeeWith respect to any reimbursement of expenses of, directly or indirectly, designate the calendar year any provision of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided to, the Executive, as specified under this Agreement Agreement, such reimbursement of expenses or provision of in-kind benefits shall be made or provided in accordance with subject to the requirements of Code Section 409A, including, without limitation, that following limitations: (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any given calendar one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any other calendar taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred and (iii) the Employee’s right to have the Company pay reimbursement or provide such reimbursements and in-kind benefits may benefit shall not be liquidated subject to liquidation or exchanged exchange for any other another benefit; . If a payment obligation under this Agreement arises on account of a Change in Control or the Executive’s termination of employment and such payment obligation constitutes “deferred compensation” (ivas defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be payable only if the Change in no event shall Control constitutes a change in ownership or effective control of the Company, etc. as provided in Treasury Regulation section 1.409A-3(i)(5) or after the Executive’s obligations separation from service (as defined under Treasury Regulation section 1.409A-1(h)); provided, however, that if the Executive is a specified employee (as defined under Treasury Regulation section 1.409A-1(i)), any payment that is scheduled to make be paid within six months after such reimbursements or to provide such in-kind benefits apply later than separation from service shall accrue without interest and shall be paid on the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors first day of the Employee’s choice prior to executing this Agreement, and seventh month beginning after the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) date of the payment Executive’s separation from service or, if earlier, within fifteen days after the appointment of any compensation the personal representative or benefits hereunder under Code Section 409A and any similar sections executor of state tax lawthe Executive’s estate following his death.

Code Section 409A. To Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision in the Agreement, the Company reserves the right, to the extent applicablethe Company deems necessary or advisable in its sole discretion, it is intended that to unilaterally amend or modify the Plan and/or this Agreement and any payment to ensure that all RSUs granted to Participants who are United States taxpayers are made hereunder in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the RSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A 409A, neither the Company nor any of the Codeits affiliates shall have any liability for any tax, penalty or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Participant by Section 409A. Any provision that would cause 409A, and the Agreement or any payment hereof to fail to satisfy Code Section 409A Participant shall have no force recourse against the Company or effect until amended any of its affiliates for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise payable to or provided to the least restrictive manner necessary to comply with Code Participant under this Agreement. For purposes of Section 409A, which amendment may be retroactive to the extent permitted each “payment” (as defined by Code Section 409A. Each payment 409A) made under this Agreement shall be treated as considered a “separate payment payment.” In addition, for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (i) in the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no event shall reimbursements by the Company under this Agreement be made later than the end of the second calendar year next following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. If the Participant is a “specified employee” as defined in which Section 409A (and as applied according to procedures of the Company and its affiliates) as of his separation from service, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable fees exemptions from Section 409A), and expenses were incurred; to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) the first day of the seventh month following the Participant’s separation from service, or (ii) the amount Participant’s date of indeath; provided, however, that any payments delayed during this six-kind benefits that month period shall be paid in the Company is obligated to pay or provide aggregate in any given calendar year shall not affect a lump sum, without interest, on the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors first day of the Employeeseventh month following the Participant’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawseparation from service.

Code Section 409A. To the extent applicable, it is intended that this This Agreement and shall be interpreted to avoid any payment made hereunder shall comply with the requirements of penalty sanctions under Section 409A of the Code, or an exemption or exclusion therefrom Code and the final regulations and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service thereunder (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall . If any payment or benefit cannot be construed provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to require be made upon a gross-up payment termination of employment under this Agreement may be made only upon a “separation of service” under Section 409A. Notwithstanding anything to the contrary in respect this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A, and the deferral of the commencement of any taxes, interest severance payments or penalties imposed on the Employee benefits otherwise payable pursuant to this Agreement as a result of Code such termination of employment is necessary in order to prevent any accelerated income recognition or additional tax under Section 409A. Any provision that would cause 409A(a)(1), then the Agreement or Company will not commence any payment hereof of any such severance payments or benefits otherwise required hereunder (but without any reduction in such payments or benefits ultimately paid or provided to fail to satisfy Executive) that (a) will not and may not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the year following Executive’s termination (or two and one half (2 ½) months after the close of the Company’s fiscal year, if later), and (b) are in excess of the lesser of (i) two (2) times Executive’s then annual compensation or (ii) two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code Section 409A shall have no force or effect for the year in which Executive’s employment is terminated and will not be paid by the end of the second calendar year following the year in which the termination occurs, until amended in the least restrictive manner necessary to comply first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company (as defined under Code Section 409A). If any payments are delayed due to such requirements, which amendment may such amounts will be retroactive paid in a lump sum to Executive on the extent permitted by Code Section 409A. Each earliest of (x) Executive’s death following the date of Executive’s termination of employment with the Company or (y) the first payroll date that occurs after the date that is six (6) months following Executive’s “separation of service” with the Company. For these purposes, each severance payment under this Agreement shall or benefit is designated as a separate payment or benefit and will not collectively be treated as a separate single payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment benefit. This provision is intended to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, including, without limitation, that (i) and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in no event shall reimbursements by the Company under good faith to consider amendments to this Agreement be made later than the end and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay any additional tax or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice income recognition prior to executing this Agreement, and actual payment to Executive under Section 409A. Notwithstanding anything to the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly contrary set forth in this Agreement, including, without limitation, to the extent that any representation amendment to this Agreement with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation severance payments or benefits hereunder would constitute under Code Section 409A and any similar sections a delay or acceleration in a payment or a change in the form of state tax lawpayment, then such amendment must be done in a manner that complies with Section 409A(a)(4)(C).

Code Section 409A. To Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable, it is intended that . The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payment made hereunder shall comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect payments under this Agreement are subject to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in and this Agreement fails to comply with that section’s requirements, the least restrictive manner necessary Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment for purposes payment; (ii) the term “as soon as administratively possible” means a period of Code Section 409A. In no event may time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee, directly or indirectly, designate ’s Disability shall be determined by the calendar year of any payment Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made exempt from or provided in accordance to otherwise comply with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under does not represent or warrant that this Agreement be made later than or the end payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the calendar year next following Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the calendar year in which the applicable fees and expenses were incurred; Employee (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) individual claiming a benefit through the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged ) for any other benefit; and (iv) in no event shall tax, interest, or penalties the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors may owe as a result of the Employee’s choice prior to executing compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee further acknowledges that, in entering into this Agreement, he has not relied upon from the obligation to pay any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect taxes pursuant to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax law.409A.

Code Section 409A. To Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable, it is intended that . The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payment made hereunder shall comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect payments under this Agreement are subject to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in and this Agreement fails to comply with that section’s requirements, the least restrictive manner necessary Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment for purposes payment; (ii) the term “as soon as administratively possible” means a period of Code Section 409A. In time that in no event may will extend beyond the later of the end of the Employee, directly ’s taxable year in which Termination or indirectly, designate Disability (as applicable) occurs or the fifteenth day of the third calendar year month following Termination or Disability (as applicable); and (iii) the date of any payment the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made exempt from or provided in accordance to otherwise comply with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under does not represent or warrant that this Agreement be made later than or the end payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the calendar year next following Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the calendar year in which the applicable fees and expenses were incurred; Employee (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) individual claiming a benefit through the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged ) for any other benefit; and (iv) in no event shall tax, interest, or penalties the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors may owe as a result of the Employee’s choice prior to executing compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee further acknowledges that, in entering into this Agreement, he has not relied upon from the obligation to pay any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect taxes pursuant to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax law.409A.

Code Section 409A. To the extent applicable, it It is intended that any amounts payable under this Agreement and any payment made hereunder shall either be exempt from or comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of Code (including the Treasury or the Internal Revenue Service regulations and other published guidance relating thereto) (“Code Section 409A”), provided that for ) so as not to subject the avoidance of doubt, this provision shall not be construed Executive to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation interest or benefits hereunder additional tax imposed under Code Section 409A and any similar sections ambiguities herein will be interpreted to ensure that such payments and benefits be so exempt or, if not so exempt, comply with Section 409A of state tax lawthe Code. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, this Agreement shall be modified to avoid such additional tax, penalty or interest yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the Termination Date, the Executive shall not be entitled to any payment or benefit pursuant to Section 3.1(b) until the earlier of (i) the date which is six months after the Termination Date, or (ii) the date of the Executive’s death. The provisions of this Section 18 shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Executive upon or in the six month period following the Executive’s Termination Date that are not so paid by reason of this Section 18 shall be paid (without interest) as soon as practicable (and in all events within five days) after the date that is six months after the Executive’s Termination Date (or, if earlier, as soon as practicable, and in all events within five days, after the date of the Executive’s death). Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409(A) of the Code.

Code Section 409A. To the extent applicable, it is intended The parties intend that this Agreement and any payment made the benefits provided hereunder shall comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom be interpreted and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive 409A to the extent permitted by applicable thereto. The time and form of payment of incentive compensation, disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the applicable sections of this Agreement, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A. Each 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment will be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section will be paid or reimbursed to the Executive in a lump sum, and any remaining payments due under this Agreement shall will be payable at the same time and in the same form as such amounts would have been paid. Further, if the Executive is a “specified employee” and if any equity-based awards granted to the Executive by the Company, pursuant to this Agreement or otherwise, continue to vest upon the Executive’s termination of employment, and are deemed a “deferral of compensation” (as such term is described under Code Section 409A), the equity-based awards will not be settled or released until the expiration of the Delay Period. For purposes of applying the provisions of Code Section 409A, each separately identifiable amount to which the Executive is entitled will be treated as a separate payment for purposes payment. In addition, the disability benefits and severance payments will be treated as a series of Code Section 409A. In no event may separate payments. Although the Employee, directly or indirectly, designate Company intends to administer the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance so that it will comply with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this does not represent or warrant that the Agreement be made later than the end will comply with Code Section 409A or any other provision of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of infederal, state, local, or non-kind benefits United States law. Provided that the Company is obligated administers this Agreement in a manner consistent with the terms of this Agreement, neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers will be liable to pay the Executive (or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iiiindividual claiming a benefit through the Executive) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall tax, interest, or penalties the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than Executive may owe as a result of compensation paid under the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, Company and its subsidiaries will have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. The provisions of this Agreement will be construed in entering into this Agreement, he has not relied upon a manner in favor of complying with any representation or statement made by any agent or representative applicable requirements of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect Code Section 409A to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of avoid taxation under Code Section 409A. If any compensation or benefits hereunder under provided by this Agreement result in the application of Code Section 409A and 409A, the Company will modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any similar sections rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of state tax lawthe payments or benefits to the Executive.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement and any payment made hereunder shall comply with the requirements provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the this Agreement or any payment hereof to fail to satisfy Code Section 409A shall of the Code will have no force or and effect until amended in the least restrictive manner necessary to comply with Code Section 409A, therewith (which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time, provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be treated construed as a separate identified payment for purposes of Code Section 409A. In no event may 409A of the Employee, directly Code. With respect to expenses eligible for reimbursement or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under the terms of this Agreement Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar fiscal year next following the calendar fiscal year in which the applicable fees and related expenses were incurred; , except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code, provided that with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (iic) the amount of right to reimbursement or in-kind benefits that the Company is obligated to pay or provide in any given calendar year benefit shall not affect the in-kind benefits that the Company is obligated be subject to pay liquidation or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged exchange for any other another benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax law.

Code Section 409A. To the extent applicable, it is intended With respect to any payments or benefits hereunder that this Agreement are subject to Code Section 409A and any payment made hereunder shall comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom official guidance and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service issued thereunder (together “Code Section 409A”)) and that are payable on account of Executive’s termination of employment, provided that for such payments shall only be made if and when such termination of employment constitutes a “separation from service” within the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result meaning of Code Section 409A. Any provision that would cause the Agreement or The Company may adjust any payment hereof hereunder that the Company determines is necessary to fail to satisfy avoid liability or obligation under Code Section 409A but such adjustments shall have no force or effect until amended ensure that the payments are made in the least restrictive a manner necessary to comply with Code Section 409A, which amendment may be retroactive that is as close to the extent permitted by Code Section 409A. Each payment terms of this Agreement as possible. Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement shall will be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) paid in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses were incurred; or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits that the Company is obligated to pay or provide in provided during any given calendar taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits that the Company is obligated to pay or provide be provided in any other calendar taxable year; (iii) . In the Employee’s right event that the period for Executive to have the Company pay or provide such reimbursements execute any required release and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations obligation to make such reimbursements or to provide such in-kind benefits apply pay any amount referenced in the section straddles two (2) calendar years, the payment will be made in the later than the Employee’s remaining lifetimecalendar year. The Employee acknowledges that he has been advised Company makes no representations or warranties to consult Executive with an attorney respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of the Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other advisors individual to the Company or any of the Employee’s choice prior to its affiliates. Executive, by executing this Agreement, and shall be deemed to have waived any claim against the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to any such tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder. However, the consequences parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or characterization otherwise. To the extent Code Section 409A is applicable to this Agreement (including for purpose of tax withholding and reportingsuch payments and benefits); the parties intend that this Agreement (and such payments and benefits) of comply with the payment of any compensation or benefits hereunder deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. In addition, if Executive is a “specified employee,” within the meaning of Code Section 409A, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six (6) month period immediately following Executive’s “separation from service” for reasons other than Executive’s death (except those payments that may be exempt from 409A by virtue of the short-term deferral exception to 409A) shall not be paid to Executive during such period, but shall instead be accumulated and any similar sections of state tax lawpaid to Executive in a lump sum on the first business day after the date that is six (6) months following Executive’s separation from service.

Code Section 409A. To the extent applicable, it is intended that this Agreement and any payment made hereunder shall comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“"Code Section 409A”"), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. . Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. Notwithstanding anything contained herein to the contrary, (x) in no event shall the Date of Termination occur until the Employee experiences a “separation of service” within the meaning of Code Section 409A, and the date on which such separation from service takes place shall be the “Date of Termination,” and all references herein to a “termination of employment” (or words of similar meaning) shall mean a “separation of service” within the meaning of Code Section 409A and (y) to the extent the payment of any amount pursuant to Section 9 of this Agreement constitutes deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) and such amount is payable within a number of days (e.g., no later than the sixty-fifth (65th) calendar day after the Date of Termination) that begins in one calendar year and ends in a subsequent calendar year, such amount shall be paid in the subsequent calendar year. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A of the Code and any similar sections of state tax law.

Code Section 409A. To the extent applicable, it The Agreement is intended that this Agreement and any payment made hereunder shall to comply with the requirements of Section 409A of the Code, Code or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. therefrom. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. 409A of the Code. In no event may the EmployeeExecutive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Code Section 409A409A of the Code, including, without limitation, including that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the EmployeeExecutive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the EmployeeExecutive’s remaining lifetimelifetime or if longer, through the 20th anniversary of the Effective Date. The Employee acknowledges that he has been advised to consult with an attorney To the extent the Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance promulgated thereunder and any elections made by the Company in accordance therewith, notwithstanding the timing of payment provided in any other advisors Section of the Employee’s choice prior to executing this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be payable, distributable or settled during the six-month period after separation from service, will be made during such six- month period, and any such payment, distribution or benefit will instead be paid, distributed or settled on the Employee further acknowledges thatfirst business day after such six-month period; provided that if the Executive dies following the Date of Termination and prior to the payment, in entering into this Agreementdistribution, he has not relied upon settlement or provision of any representation payments, distributions or statement made by any agent benefits delayed on account of Section 409A of the Code, such payments, distributions or benefits shall be paid or provided to the personal representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) Executive’s estate within 30 days after the date of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawExecutive’s death.

Code Section 409A. To the extent applicable, it This Agreement is intended that this Agreement and any payment made hereunder shall to comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service Code of 1986, as amended (“Code Section 409A”), provided that for the avoidance of doubt, this provision or an exemption thereunder and shall not be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to require a gross-up payment in respect of any taxes, interest an involuntary separation from service or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code short-term deferral shall be excluded from Section 409A shall have no force or effect until amended in to the least restrictive manner necessary to comply with Code maximum extent possible. For purposes of Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each each installment payment provided under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment payment. Any payments to be made under this Agreement. All Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding anything herein to the contrary, all taxable reimbursements and in-kind benefits provided by Company under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitationwhere applicable, the requirement that (i) any reimbursement shall be for expenses incurred by Executive during the period of time specified in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurredAgreement; (ii) the amount of any in-kind benefits that must be provided by Company during the Company is obligated to pay period of time specified in the Agreement; (iii) the amount of expenses eligible for reimbursement, or provide in any given calendar year shall not affect the in-kind benefits that provided, during a calendar year may not affect the Company is obligated expenses eligible for reimbursement, or in-kind benefits to pay or provide be provided, in any other calendar year; and (iiiiv) the Employee’s right to have the Company pay reimbursement or provide such reimbursements and in-kind benefits may is not be liquidated subject to liquidation or exchanged exchange for any other another benefit; . Notwithstanding the foregoing, the Company makes no representations that the payments and (iv) benefits provided under this Agreement comply with Section 409A and in no event shall the Company’s obligations to make such reimbursements Company be liable for all or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment portion of any compensation taxes, penalties, interest or benefits hereunder under Code other expenses that may be incurred by Executive on account of non-compliance with Section 409A and any similar sections of state tax law.409A.

Code Section 409A. It is intended that any amounts payable under this Agreement and the German American’s and Employee’s exercise of authority or discretion hereunder shall be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) so as not to subject Employee to the payment of any interest or additional tax imposed under Section 409A of the Code. In furtherance of this intent, (a) for any amount payable in two or more installments, each installment shall be treated as a separate payment, (b) if, due to the circumstances giving rise to any lump sum payment or payments under this Agreement, the date of payment or the commencement of such payments thereof must be delayed for six months following Employee’s separation from service in order to meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees,” then such payment or payments shall be so delayed and paid upon expiration of such six month period and (b) each payment which is to be paid during a designated period that begins in a first taxable year and ends in a second taxable year shall be paid in the second taxable year. With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits: (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided that the foregoing shall not be violated with regard to expenses covered by Code Section 105(h) that are subject to a limit related to the period in which the arrangement is in effect. Any expense or other reimbursement payment made pursuant to this Agreement or any plan, program, agreement or arrangement of the German American referred to herein, shall be made on or before the last day of the taxable year following the taxable year in which such expense or other payment to be reimbursed is incurred. To the extent applicablethat any Treasury regulations, it is intended that this Agreement guidance or changes to Section 409A would result in the Employee becoming subject to interest and any payment made hereunder shall comply with the requirements of additional tax under Section 409A of the Code, or an exemption or exclusion therefrom the German American and any related regulations or other guidance promulgated Employee agree to amend this Agreement in order to bring this Agreement into compliance with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax law.++THE REMAINDER OF THIS PAGE IS BLANK++ ++THE SIGNATURE PAGE FOLLOWS++

Code Section 409A. To Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision in the Agreement, the Company reserves the right, to the extent applicablethe Company deems necessary or advisable in its sole discretion, it is intended that to unilaterally amend or modify the Plan and/or this Agreement and any payment to ensure that all RSUs granted to Participants who are United States taxpayers are made hereunder in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the RSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A 409A, neither the Company nor any of the Codeits Eligible Subsidiaries shall have any liability for any tax, penalty or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Participant by Section 409A. Any provision that would cause 409A, and the Agreement or any payment hereof to fail to satisfy Code Section 409A Participant shall have no force recourse against the Company or effect until amended any of its Eligible Subsidiaries for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise payable to or provided to the least restrictive manner necessary to comply with Code Participant under this Agreement. For purposes of Section 409A, which amendment may be retroactive to the extent permitted each “payment” (as defined by Code Section 409A. Each payment 409A) made under this Agreement shall be treated as considered a “separate payment payment.” In addition, for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (i) in the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no event shall reimbursements by the Company under this Agreement be made later than the end of the second calendar year next following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event must also constitute a “change in which ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A. If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its Subsidiaries) as of his or her separation from service, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable fees exemptions from Section 409A), and expenses were incurred; such payment is payable by reason of a separation from service, then to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) the first day of the seventh month following the Participant’s separation from service, or (ii) the amount Participant’s date of indeath; provided, however, that any payments delayed during this six-kind benefits that month period shall be paid in the Company is obligated to pay or provide aggregate in any given calendar year shall not affect a lump sum, without interest, on the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors first day of the Employeeseventh month following the Participant’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax law.separation from service

Code Section 409A. To the extent applicable, it This Agreement is intended that this Agreement and any payment made hereunder shall to comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A and shall have no force be construed accordingly. Any payments or effect until amended in the least restrictive manner necessary distributions to comply with be made to Executive under this Agreement upon a separation from service of amounts classified as “nonqualified deferred compensation” for purposes of Code Section 409A, which amendment may be retroactive to the extent permitted by and not exempt from Code Section 409A. 409A, shall in no event be made or commence until six months after Executive’s Section 409A Separation from Service. Any reference to a payment being exempt (or not exempt) from Code Section 409A refers to any applicable exemption available under Section 409A, including, without limitation, the short-term deferral rule and severance pay exemptions as provided in Code Section 409A and the Treasury Regulations. Each payment under this Agreement (whether of cash, property or benefits) shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any Where this Agreement provides that a payment to will be made under upon a specified date or during a specified period, such date or period, as required by Code Section 409(A), but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement. All reimbursements , will be the Code Section 409A “payment date” or “payment period”, and in-kind benefits provided under this Agreement shall actual payment will be made or provided in accordance with no later than the requirements of latest date permitted under Code Section 409A409A and the regulations thereunder (generally, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than of the end of the calendar year next in which the payment date falls, or the fifteenth day of the third calendar month after the payment date occurs). To the extent that any payments made pursuant to this Agreement are reimbursements exempt from Code Section 409A, the amount of such payments during any calendar year shall not affect the benefits provided in any other calendar year, and the right to any such payments shall not be subject to liquidation or exchange for another benefit or payment. As required by Code Section 409A, but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement, the payment date for any reimbursements shall in no event be later than the last day of the calendar year immediately following the calendar year in which the applicable fees and expenses were reimbursed expense was incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax law.

Code Section 409A. To The Company and the extent applicable, it is intended Executive intend that the payments and benefits provided for in this Agreement and any payment made hereunder shall comply with the requirements of either be exempt from Section 409A of the Code, or an exemption or exclusion therefrom be provided for in a manner that complies with Section 409A of the Code, and any related regulations or other guidance promulgated ambiguity herein shall be interpreted so as to be consistent with respect to such Section by the U.S. Department intent of this subparagraph E. In no event whatsoever shall the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that Company be liable for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxesadditional tax, interest or penalties penalty that may be imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Executive by Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary damages for failing to comply with Code Section 409A, which amendment may be retroactive 409A. With respect to any reimbursement of expenses to the extent permitted by Code Section 409A. Each payment under Executive, as specified in this Agreement Agreement, such reimbursement of expenses shall be treated as a separate payment subject to the following conditions: (i) the expenses eligible for purposes reimbursement in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of Code expenses referred to in Section 409A. In no event may 105(b) of the Employee, directly or indirectly, designate Code; and (ii) the calendar year reimbursement of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement an eligible expense shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following after the calendar year in which such expense was incurred. Notwithstanding anything contained herein to the applicable fees contrary, all payments and expenses were incurred; benefits under this Paragraph 7 (iito the extent such payments and benefits constitute nonqualified deferred compensation within the meaning of Code Section 409A) shall be paid or provided only at the amount time of in-kind benefits a termination of Executive’s employment that constitutes a “separation from service” from the Company is obligated to pay or provide in any given calendar year shall not affect within the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors meaning of Section 409A of the Employee’s choice prior to executing this Agreement, Code and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in this AgreementTreas. Reg. Section 1.409A-1(h)(1)). Further, including, without limitationif the Executive is a “specified employee” as such term is defined under Section 409A of the Code and the regulations and guidance promulgated thereunder, any representation with respect payments described in Paragraph 7 shall be delayed for a period of six (6) months following the Executive’s separation of employment to the consequences or characterization (including for purpose of tax withholding extent and reporting) up to an amount necessary to ensure such payments are not subject to the penalties and interest under Section 409A of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawCode.

Code Section 409A. To the extent applicable, it is intended With respect to any payments or benefits hereunder that this Agreement are subject to Code Section 409A and any payment made hereunder shall comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom official guidance and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service issued thereunder (together “Code Section 409A”)) and that are payable on account of Executive’s termination of employment, provided that for such payments shall only be made if such termination of employment constitutes a “separation from service” within the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result meaning of Code Section 409A. Any provision that would cause the Agreement or The Company may adjust any payment hereof hereunder to fail to satisfy avoid liability or obligation under Code Section 409A but such adjustments shall have no force or effect until amended ensure that the payments are made in the least restrictive a manner necessary to comply with Code Section 409A, which amendment may be retroactive that is as close to the extent permitted by Code Section 409A. Each payment terms of this Agreement as possible. Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement shall will be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) paid in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses were incurred; or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits that the Company is obligated to pay or provide in provided during any given calendar taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits that the Company is obligated to pay or provide be provided in any other calendar taxable year; (iii) . In the Employee’s right event that the period for Executive to have the Company pay or provide such reimbursements execute any required release and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations obligation to make such reimbursements or to provide such in-kind benefits apply pay any amount referenced in this section straddles two calendar years, the payment will be made in the later than the Employee’s remaining lifetimecalendar year. The Employee acknowledges that he has been advised Company makes no representations or warranties to consult Executive with an attorney respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of the Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other advisors individual to the Company or any of the Employee’s choice prior to its affiliates. Executive, by executing this Agreement, shall be deemed to have waived any claim against the Company and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to any such tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder. However, the consequences parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or characterization otherwise. To the extent Code Section 409A is applicable to this Agreement (including for purpose of tax withholding and reportingsuch payments and benefits), the parties intend that this Agreement (and such payments and benefits) of comply with the payment of any compensation or benefits hereunder deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. In addition, if Executive is a “specified employee,” within the meaning of Code Section 409A, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six (6) month period immediately following Executive’s “separation from service” for reasons other than Executive’s death (except those payments that may be exempt from 409A by virtue of the short-term deferral exception to 409A) shall not be paid to Executive during such period, but shall instead be accumulated and any similar sections of state tax lawpaid to Executive in a lump sum on the first business day after the date that is six (6) months following Executive’s separation from service.

Code Section 409A. To the extent applicable, it The Agreement is intended to comply with, or be exempt from, Code Section 409A. Executive acknowledges that this Agreement and if any payment made hereunder shall comply with the requirements of Section 409A provision of the Code, Agreement (or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxesaward of compensation or benefits) would cause Executive to incur any additional tax, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with under Code Section 409A, which amendment may such additional tax, interest or penalties shall solely be retroactive Executive’s responsibility. Pursuant to the extent permitted by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, includingany reimbursement of expenses made under the Agreement (including payments related to health and dental expenses under Sections 5 through 7), without limitationshall only be made for eligible expenses incurred during the Term of Employment, that (i) in and no event reimbursement of any expense shall reimbursements be made by the Company under this Agreement be made later than the end after December 31st of the calendar year next following the calendar year in which the applicable fees and expenses were expense was incurred; (ii) . The amount eligible for reimbursement under the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar Agreement during a taxable year shall may not affect the in-kind benefits that the Company is obligated to pay or provide expenses eligible for reimbursement in any other calendar taxable year; (iii) , and the Employee’s right to have reimbursement under the Company pay Agreement is not subject to liquidation or provide such reimbursements and in-kind benefits exchange for another benefit. For purposes of Code Section 409A, each payment under this Agreement shall be deemed to be a separate payment. Except as permitted under Code Section 409A, any deferred compensation (within the meaning of Code Section 409A) payable to Executive under the Agreement may not be liquidated reduced by, or exchanged for offset against, any other benefit; and (iv) in no event shall amount owing by Executive to the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or any of its affiliates that is not expressly set forth Affiliates. Notwithstanding anything in this Agreement, including, without limitation, any representation with respect Agreement or elsewhere to the consequences contrary, payments and benefits provided upon the termination of Executive’s employment with the Company or characterization (including for purpose any of tax withholding and reporting) of its Affiliates may only be made upon a “separation from service” as determined under Code Section 409A. Notwithstanding any provision in the Agreement to the contrary, if the payment or provision of any compensation payment or benefits hereunder benefit herein would be subject to additional taxes, penalties and interest under Code Section 409A because the timing of such payment or benefit is not delayed as provided in Code Section 409A for a “specified employee” (within the meaning of Code Section 409A), then if Executive is a “specified employee,” any such payment or benefit that Executive would otherwise be entitled to receive during the first six months following the Termination Date shall be accumulated and any similar sections paid or provided, as applicable, within ten days after the date that is six months following the Termination Date, or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to such additional taxes, penalties and interest such as upon the death of state tax lawExecutive.

Code Section 409A. To This Agreement and the extent applicableseverance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, it is intended provided, however, that if this Agreement and any payment made the severance pay and other benefits provided hereunder shall comply with the requirements of Section 409A of the Codeare not so exempt, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary they are intended to comply with Code Section 409A, which amendment may be retroactive 409A to the extent permitted by Code Section 409A. Each payment under applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may interpreted and construed consistent with this intent, provided that the Employee, directly or indirectly, designate Company shall not be required to assume any increased economic burden in connection therewith. Although the calendar year of any payment Company intends to be made under this Agreement. All reimbursements and in-kind benefits provided under administer this Agreement shall be made or provided in accordance so that it will comply with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under does not represent or warrant that this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay will comply with Code Section 409A or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (iiior any other individual claiming a benefit through Executive) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements tax, interest, or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors penalties Executive may owe as a result of the Employee’s choice prior to executing compensation paid under this Agreement, and the Employee further acknowledges thatCompany and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, in entering into or portion thereof, under this Agreement, he has Agreement would be deemed to be a deferral of compensation not relied upon any representation or statement made by any agent or representative exempt from the provisions of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any similar sections such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of state tax law(i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 14 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 14 shall be payable in accordance with their original payment schedule.

Code Section 409A. To the extent applicable, it It is intended that any amounts payable under this Agreement and any payment made hereunder shall comply with will, to the requirements greatest extent possible, be exempt from the application of Section 409A of the CodeInternal Revenue Code of 1986, or an exemption or exclusion therefrom as amended, and any related the notices, regulations or and other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service general applicability issued thereunder (“Code Section 409A”), provided that for the avoidance of doubt, and this provision shall not Agreement will be construed to require in a gross-up payment in respect manner that will preclude the imposition of any taxes, additional taxes and interest or penalties imposed on the Employee as a result of under Code Section 409A. Any provision that would cause This Agreement will be amended (as determined by the Agreement or any payment hereof Company) to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner extent necessary to comply with Code Section 409A. In all cases, for purposes of compliance with Code Section 409A, which amendment may be retroactive to “termination of employment” will have the extent permitted by same meaning as “separation from service” as defined in Code Section 409A. Each payment under Further, notwithstanding any provision to the contrary in this Agreement shall be treated as a separate payment for purposes Agreement, if Executive is deemed by the Company (or any successor entity thereto) at the time of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment Executive’s separation from service to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with a “specified employee” within the requirements meaning of Code Section 409A, includingand if any of the payments upon separation from service set forth herein are deemed to be “deferred compensation,” then, without limitationto the extent required for compliance with Code Section 409A, that such payments will not commence prior to the earliest of (i) in no event shall reimbursements by the Company under this Agreement be made later than the end expiration of the calendar year next following six-month period measured from the calendar year in which date of Executive’s separation from service with the applicable fees and expenses were incurred; Company, (ii) the amount date of in-kind benefits that the Company is obligated to pay Executive’s death or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder earlier date as permitted under Code Section 409A (hereinafter, the “Delayed Commencement Date”). On the Delayed Commencement Date, the Company will pay all payments delayed pursuant to this paragraph to Executive in a lump sum, and any similar sections of state tax law.remaining payments due will be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. In no event whatsoever will the Company be liable for any additional tax, interest, or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A.

Code Section 409A. To This Agreement and the extent applicable, it is intended that amounts payable and other benefits provided under this Agreement and any payment made hereunder shall are intended to comply with the requirements of with, or otherwise be exempt from, Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service Code (“Code Section 409A”), provided that for after giving effect to the avoidance exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of doubtthis Agreement is found not to comply with, this provision shall or otherwise not be construed exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to require a gross-up payment be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in respect of any taxesexercising its discretion under this Section 14, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Board shall modify this Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. and without reducing any payment or benefit due under this Agreement. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Code Section 409A. In no event may the EmployeeWith respect to any reimbursement of expenses of, directly or indirectly, designate the calendar year any provision of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided to, the Executive, as specified under this Agreement Agreement, such reimbursement of expenses or provision of in-kind benefits shall be made or provided in accordance with subject to the requirements of Code Section 409A, including, without limitation, that following limitations: (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any given calendar one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any other calendar taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred and (iii) the Employee’s right to have the Company pay reimbursement or provide such reimbursements and in-kind benefits may benefit shall not be liquidated subject to liquidation or exchanged exchange for any other another benefit; . If a payment obligation under this Agreement arises on account of a change in control or the Executive’s termination of employment and such payment obligation constitutes “deferred compensation” (ivas defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be payable only if the change in no event shall control constitutes a change in ownership or effective control of the Company, etc. as provided in Treasury Regulation section 1.409A-3(i)(5) or after the Executive’s obligations separation from service (as defined under Treasury Regulation section 1.409A-1(h)); provided, however, that if the Executive is a specified employee (as defined under Treasury Regulation section 1.409A-1(i)), any payment that is scheduled to make be paid within six months after such reimbursements or to provide such in-kind benefits apply later than separation from service shall accrue without interest and shall be paid on the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors first day of the Employee’s choice prior to executing this Agreement, and seventh month beginning after the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) date of the payment Executive’s separation from service or, if earlier, within fifteen days after the appointment of any compensation the personal representative or benefits hereunder under Code Section 409A and any similar sections executor of state tax lawthe Executive’s estate following his death.

Code Section 409A. To the extent applicable, it This Agreement is intended to comply with Section 409A of the Code, and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in kind distributions, and shall be administered accordingly. Executive hereby agrees that the Company may, without further consent from Executive, make the minimum changes to this Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on Executive pursuant to Section 409A of the Code. The Company cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Agreement will satisfy all applicable provisions of Section 409A of the Code. In the case of any reimbursement payment that is required to be made hereunder shall comply with promptly under this Agreement, such payment will be made in all instances no later than December 31 of the requirements calendar year following the calendar year in which the obligation to make such reimbursement arises. For purposes of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect Executive’s right to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed receive installment payments pursuant to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment under this Agreement shall will be treated as a right to receive a series of separate payment for purposes of Code Section 409A. In no event may and distinct payments. To the Employeeextent that reimbursements or other in-kind benefits under this letter constitute nonqualified deferred compensation, directly (x) all expenses or indirectly, designate the calendar year of any payment to other reimbursements hereunder shall be made under this Agreement. All reimbursements on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (y) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (z) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided under this Agreement in any taxable year shall be made in any way affect the expenses eligible for reimbursement, or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide be provided, in any other calendar taxable year; (iii. Notwithstanding the foregoing, if any payments or benefits under this Agreement become subject to Section 409A of the Code, then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors exemption available under Section 409A of the Employee’s choice Code (the “Non-Exempt Payments”), if Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the date of termination, any amount of such Non-Exempt Payments that would be paid prior to executing this Agreementthe six (6) month anniversary of the date of termination shall instead be accumulated and paid to Executive in a lump sum payment within five (5) business days after such six (6) month anniversary. A termination of employment shall be deemed to occur only if it is a “separation from service” as such term is defined under Section 409A of the Code, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation references to “termination,” “termination of employment,” or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawlike terms shall mean a “separation from service.”

Code Section 409A. To This Agreement and the extent applicableseverance pay and other benefits provided hereunder are intended to qualify for an exemption from Code Section 409A, it is intended provided, however, that if this Agreement and any payment made the severance pay and other benefits provided hereunder shall comply with the requirements of Section 409A of the Codeare not so exempt, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary they are intended to comply with Code Section 409A, which amendment may be retroactive 409A to the extent permitted by Code Section 409A. Each payment under applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may interpreted and construed consistent with this intent, provided that the Employee, directly or indirectly, designate Company shall not be required to assume any increased economic burden in connection therewith. Although the calendar year of any payment Company intends to be made under this Agreement. All reimbursements and in-kind benefits provided under administer this Agreement shall be made or provided in accordance so that it will comply with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under does not represent or warrant that this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay will comply with Code Section 409A or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to Executive (iiior any other individual claiming a benefit through Executive) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements tax, interest, or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors penalties Executive may owe as a result of the Employee’s choice prior to executing compensation paid under this Agreement, and the Employee further acknowledges thatCompany and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, in entering into or portion thereof, under this Agreement, he has Agreement would be deemed to be a deferral of compensation not relied upon any representation or statement made by any agent or representative exempt from the provisions of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and would be considered a payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any similar sections such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of state tax law(i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 13 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment schedule.

Code Section 409A. To the extent applicable, it This Agreement is intended that this Agreement and any payment made hereunder shall comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A and Treasury Regulations thereunder (“409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment under this Agreement ”) and shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements administered and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409Ainterpreted accordingly, including, without limitation, that interpretation of “termination of employment” in a manner consistent with the definition of separation from service under 409A. Any installment payments hereunder shall be treated as separate payments for purposes of 409A’s rules regarding treatment of installment payments as single versus separate payments. Notwithstanding any other Section of this Agreement, any reimbursements hereunder (iother than tax gross-up payments) in no event shall reimbursements by the Company under this Agreement be made later than by the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; related expense is incurred (ii) or by such earlier date prescribed elsewhere in this Agreement). Any expense reimbursements hereunder during a calendar year will not affect the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in expenses eligible for reimbursement during any other calendar year; (iii) the Employee’s . The right to have the Company pay or provide such reimbursements and in-kind benefits may any expense reimbursement pursuant to this Agreement shall not be liquidated subject to liquidation or exchanged exchange for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and Notwithstanding any other advisors Section of the Employee’s choice prior to executing this Agreement, reimbursement of expenses incurred due to a tax audit or litigation and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement tax-gross up payment shall be made by any agent the end of the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority, or representative where no taxes are remitted, the end of Company the calendar year following the calendar year in which the audit is completed or its affiliates that there is not expressly set forth a final and nonappealable settlement or other resolution of the litigation (or by such earlier date prescribed elsewhere in this Agreement.) In the event Executive is a specified employee of a public company on the Date of Termination then, includingto the extent required by 409A, without limitationpayments hereunder shall be made or commence, as applicable, on the first day of the month following the six-month anniversary of the Date of Termination, with amounts that would have been paid during such six-month delay included in the first payment. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under 409A, if any representation payments are due under Section 5(c) with respect to a termination of employment which occurred during 2015, such payments shall be made under payment timing rules provided for substantially similar payments under the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawCurrent Employment Agreement.

Code Section 409A. To This Agreement and the extent applicable, it is intended that amounts payable and other benefits provided under this Agreement and any payment made hereunder shall are intended to comply with the requirements of with, or otherwise be exempt from, Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service Code (“Code Section 409A”), provided that for after giving effect to the avoidance exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of doubtthis Agreement is found not to comply with, this provision shall or otherwise not be construed exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to require a gross-up payment be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in respect of any taxesexercising its discretion under this Section 7, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Board shall modify this Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. and without reducing any payment or benefit due under this Agreement. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Code Section 409A. In no event may the EmployeeWith respect to any reimbursement of expenses of, directly or indirectly, designate the calendar year any provision of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided to, the Executive, as specified under this Agreement Agreement, such reimbursement of expenses or provision of in-kind benefits shall be made or provided in accordance with subject to the requirements of Code Section 409A, including, without limitation, that following limitations: (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any given calendar one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any other calendar taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred and (iii) the Employee’s right to have the Company pay reimbursement or provide such reimbursements and in-kind benefits may benefit shall not be liquidated subject to liquidation or exchanged exchange for any other another benefit; . If a payment obligation under this Agreement arises on account of a Change in Control or the Executive’s termination of employment and such payment obligation constitutes “deferred compensation” (ivas defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be payable only if the Change in no event shall Control constitutes a change in ownership or effective control of the Company, etc. as provided in Treasury Regulation section 1.409A-3(i)(5) or after the Executive’s obligations separation from service (as defined under Treasury Regulation section 1.409A-1(h)); provided, however, that if the Executive is a specified employee (as defined under Treasury Regulation section 1.409A-1(i)), any payment that is scheduled to make be paid within six months after such reimbursements or to provide such in-kind benefits apply later than separation from service shall accrue without interest and shall be paid on the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors first day of the Employee’s choice prior to executing this Agreement, and seventh month beginning after the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) date of the payment Executive’s separation from service or, if earlier, within fifteen days after the appointment of any compensation the personal representative or benefits hereunder under Code Section 409A and any similar sections executor of state tax lawthe Executive’s estate following his death.

Code Section 409A. To Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision in the Agreement, the Company reserves the right, to the extent applicablethe Company deems necessary or advisable in its sole discretion, it is intended that to unilaterally amend or modify the Plan and/or this Agreement and any payment to ensure that all PSUs granted to Participants who are United States taxpayers are made hereunder in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the PSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any PSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A 409A, neither the Company nor any of the Codeits Eligible Subsidiaries shall have any liability for any tax, penalty or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Participant by Section 409A. Any provision that would cause 409A, and the Agreement or any payment hereof to fail to satisfy Code Section 409A Participant shall have no force recourse against the Company or effect until amended any of its Eligible Subsidiaries for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise payable to or provided to the least restrictive manner necessary to comply with Code Participant under this Agreement. For purposes of Section 409A, which amendment may be retroactive to the extent permitted each “payment” (as defined by Code Section 409A. Each payment 409A) made under this Agreement shall be treated as considered a “separate payment payment.” In addition, for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (i) in the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no event shall reimbursements by the Company under this Agreement be made later than the end of the second calendar year next following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event must also constitute a “change in which ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A. If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its Subsidiaries) as of his or her separation from service, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable fees exemptions from Section 409A), and expenses were incurred; such payment is payable by reason of a separation from service, then to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) the first day of the seventh month following the Participant’s separation from service, or (ii) the amount Participant’s date of indeath; provided, however, that any payments delayed during this six-kind benefits that month period shall be paid in the Company is obligated to pay or provide aggregate in any given calendar year shall not affect a lump sum, without interest, on the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors first day of the Employeeseventh month following the Participant’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawseparation from service.

Code Section 409A. To The intent of the extent applicable, it parties is intended that payments and benefits under this Agreement and any payment made hereunder shall comply with the requirements of Code Section 409A of and the Code, or an exemption or exclusion therefrom regulations and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service thereunder (collectively “Code Section 409A”)) and, provided that for accordingly, to the avoidance of doubtmaximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company (with specificity as to the reason therefore) that the Executive believes that any provision shall not be construed of this Agreement would cause the Executive to require a gross-up payment in respect of incur any taxesadditional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, interest or penalties imposed on the Employee as a result of Company shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. Any To the extent that any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended is modified in the least restrictive manner necessary order to comply with Code Section 409A, which amendment may such modification shall be retroactive made in good faith and shall, to the maximum extent permitted by reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. Each If the Executive is deemed on the date of “separation from service” to be a “specified Executive” within the meaning of such terms under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section 11.1, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11.1 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made paid or provided in accordance with the requirements normal payment dates specified for them herein. Whenever a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. With regard to any provision herein that provides for reimbursement of Code Section 409A, including, without limitation, that expenses or in-kind benefits: (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and expenses were incurred; (ii) the amount of expenses eligible for reimbursement or in-kind benefits that the Company is obligated to pay or provide in provided during any given calendar taxable year shall not affect effect the expenses eligible for reimbursement or in-kind benefits that the Company is obligated to pay or provide be provided in any other calendar taxable year; (iii, provided that the foregoing shall not be violated with regard to expenses covered by Code Section 105(h) that are subject to a limit related to the Employee’s right period in which the arrangement is in effect. Any expense or other reimbursement payment made pursuant to have this Agreement or any plan, program, agreement or arrangement of the Company pay referred to herein, shall be made on or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall before the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors last day of the Employee’s choice prior taxable year following the taxable year in which such expense or other payment to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that be reimbursed is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawincurred.

Code Section 409A. To This Agreement and the extent applicable, it is intended that amounts payable and other benefits provided under this Agreement and any payment made hereunder shall are intended to comply with the requirements of with, or otherwise be exempt from, Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service Code (“Code Section 409A”), provided that for after giving effect to the avoidance exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of doubtthis Agreement is found not to comply with, this provision shall or otherwise not be construed exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to require a gross-up payment be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in respect of any taxesexercising its discretion under this Section 13, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Board shall modify this Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. and without reducing any payment or benefit due under this Agreement. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Code Section 409A. In no event may the EmployeeWith respect to any reimbursement of expenses of, directly or indirectly, designate the calendar year any provision of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided to, the Executive, as specified under this Agreement Agreement, such reimbursement of expenses or provision of in-kind benefits shall be made or provided in accordance with subject to the requirements of Code Section 409A, including, without limitation, that following limitations: (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any given calendar one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any other calendar taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred and (iii) the Employee’s right to have the Company pay reimbursement or provide such reimbursements and in-kind benefits may benefit shall not be liquidated subject to liquidation or exchanged exchange for another benefit. If a payment obligation under this Agreement arises on account of a Change in Control or the Executive’s termination of employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be payable only if the Change in Control constitutes a Control Change Event or after the Executive’s Separation from Service; provided, however, that if the Executive is a Specified Employee, any other benefit; such payment that is scheduled to be paid within six months after such Separation from Service shall accrue without interest and (iv) in no event shall be paid on the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors first day of the Employee’s choice prior to executing this Agreement, and seventh month beginning after the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) date of the payment Executive’s Separation from Service or, if earlier, within fifteen days after the appointment of any compensation the personal representative or benefits hereunder under Code Section 409A and any similar sections executor of state tax lawthe Executive’s estate following the Executive’s death.

Code Section 409A. To Notwithstanding any other provision in this Agreement to the contrary, if and to the extent applicablethat Code Section 409A is deemed to apply to any benefit under this Agreement, it is intended that this Agreement and any payment made hereunder shall comply with the requirements of Section 409A general intention of the CodeCorporation that such benefits shall, to the extent practicable, comply with, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”)be exempt from, provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted by unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. Each In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the six months following his separation from service, if any, will be accumulated and paid to Executive during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this 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 this Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be treated as deemed to be a separate payment for purposes of Code Section 409A. In no Further, (i) in the event may that Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, and conditions shall, to the Employeeextent practicable, directly or indirectly, designate the calendar year of any payment be deemed to be made under a part of this Agreement. All reimbursements , and in-kind benefits provided under (ii) terms used in this Agreement shall be made or provided construed in accordance with Code Section 409A if and to the requirements of extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A, includingthen neither the Corporation, without limitationits Subsidiaries, that (i) in no event the Board, the Compensation Committee, nor its or their designees or agents shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated liable to pay Executive or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay person for actions, decisions, or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) determinations made in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawgood faith.

Code Section 409A. This award of Restricted Stock Units is intended to be exempt from or comply with the applicable requirements of Code Section 409A and shall be administered in accordance with Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Restricted Stock Units constitute “deferred compensation” under Code Section 409A and the Restricted Stock Units become vested and settled upon the Participant’s termination of employment, payment with respect to the Restricted Stock Units shall be delayed for a period of six months after the Participant’s termination of employment if the Participant is a “specified employee” as defined under Code Section 409A (as determined by the Committee) and if required pursuant to Code Section 409A. If payment is delayed, the shares of Stock of the Company and accrued cash dividend equivalents shall be distributed within 30 days after the date that is the six-month anniversary of the Participant’s termination of employment. If the Participant dies during the six-month delay, the shares of Stock and accrued cash dividend equivalents shall be distributed in accordance with the Participant’s will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this award of Restricted Stock Units may only be made in a manner and upon an event permitted by Code Section 409A, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under Code Section 409A, and if required pursuant to Code Section 409A. To the extent applicable, it is intended that any provision of this Agreement and any payment made hereunder shall comply would cause a conflict with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof administration of the Restricted Stock Units to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with requirements of Code Section 409A, which amendment may such provision shall be retroactive deemed null and void to the extent permitted by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. applicable law. In no event may shall the EmployeeParticipant, directly or indirectly, designate the calendar year of any payment to be made under this Agreementpayment. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with If the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder Restricted Stock Units constitute “deferred compensation” under Code Section 409A and any similar sections payment is subject to the execution of state tax law.a Release, and if such payment could be made in more than one taxable year, payment shall be made in the later taxable year, if required by Code Section 409A. [Signature Page Follows]

Code Section 409A. To Notwithstanding any other provision in this Agreement to the contrary, if and to the extent applicablethat Code Section 409A is deemed to apply to any benefit under this Agreement, it is intended that this Agreement and any payment made hereunder shall comply with the requirements of Section 409A general intention of the CodeCorporation that such benefits shall, to the extent practicable, comply with, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”)be exempt from, provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive and this Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted by unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. Each In the event that the Corporation (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to Executive upon a separation from service may not be made before the date that is six months after Executive’s separation from service (or death, if earlier). To the extent that Executive becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to Executive during the six months following his separation from service, if any, will be accumulated and paid to Executive during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in this 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 this Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Agreement are to be made in installments, each such installment shall be treated as deemed to be a separate payment for purposes of Code Section 409A. In no Further, (i) in the event may that Code Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, and conditions shall, to the Employeeextent practicable, directly or indirectly, designate the calendar year of any payment be deemed to be made under a part of this Agreement. All reimbursements , and in-kind benefits provided under (ii) terms used in this Agreement shall be made or provided construed in accordance with Code Section 409A if and to the requirements of extent required. Further, in the event that this Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A, includingthen neither the Corporation, without limitationthe Board, that (i) the Compensation Committee, nor its or their designees or agents shall be liable to Executive or other person for actions, decisions, or determinations made in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawgood faith.

Code Section 409A. To the extent applicable, it is intended The parties intend that this Agreement and any payment made hereunder shall comply will be administered in accordance with the requirements of Internal Revenue Code Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided . To the extent that for the avoidance any provision of doubt, this provision shall not be construed Agreement is ambiguous as to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply its compliance with Code Section 409A, which amendment may the provision shall be retroactive to the extent permitted by read in such a manner so that all payments hereunder comply with Code Section 409A. Each payment under The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Code Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. No action or failure by the Bank in good faith to act, pursuant to this Section 8.1, shall be treated as a separate payment for purposes of subject the Bank to any claim, liability, or expense, and the Bank shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under Anything in this Agreement shall be made or provided in accordance with to the requirements contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Code Section 409A, includingthe Bank determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, without limitation, then to the extent any payment or benefit that (i) in no event shall reimbursements by the Company Executive becomes entitled to under this Agreement be made later than the end on account of the calendar year next following Executive’s separation from service would be considered deferred compensation subject to the calendar year 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the applicable fees and expenses were incurred; (ii) date of separation from service occurs, from such date of separation from service until the amount of inpayment. To the extent that any payment or benefit described in this Agreement constitutes “non-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreementqualified deferred compensation” under Code Section 409A, and to the Employee further acknowledges thatextent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly accordance with the presumptions set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Treasury Regulation Section 409A and any similar sections of state tax law.1.409A-l(h). [Signature Page Follows]

Code Section 409A. To The intent of the extent applicable, it parties is intended that payments and benefits under this Agreement and any payment made hereunder shall comply with the requirements of Internal Revenue Code Section 409A of and the Code, or an exemption or exclusion therefrom regulations and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service thereunder (collectively “Code Section 409A”)) and, provided that for accordingly, to the avoidance of doubtmaximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company (with specificity as to the reason therefore) that the Executive believes that any provision shall not be construed of this Agreement would cause the Executive to require a gross-up payment in respect of incur any taxesadditional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, interest or penalties imposed on the Employee as a result of Company shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. Any To the extent that any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended is modified in the least restrictive manner necessary order to comply with Code Section 409A, which amendment may such modification shall be retroactive made in good faith and shall, to the maximum extent permitted by reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. Each If the Executive is deemed on the date of “separation from service” to be a “specified Executive” within the meaning of such terms under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.1 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made paid or provided in accordance with the requirements normal payment dates specified for them herein. Whenever a payment is to be made promptly after a date, it shall be made within sixty (60) days thereafter. With regard to any provision herein that provides for reimbursement of Code Section 409A, including, without limitation, that expenses or in-kind benefits: (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and expenses were incurred; (ii) the amount of expenses eligible for reimbursement or in-kind benefits that the Company is obligated to pay or provide in provided during any given calendar taxable year shall not affect effect the expenses eligible for reimbursement or in-kind benefits that the Company is obligated to pay or provide be provided in any other calendar taxable year; (iii, provided that the foregoing shall not be violated with regard to expenses covered by Code Section 105(h) that are subject to a limit related to the Employee’s right period in which the arrangement is in effect. Any expense or other reimbursement payment made pursuant to have this Agreement or any plan, program, agreement or arrangement of the Company pay referred to herein, shall be made on or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall before the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors last day of the Employee’s choice prior taxable year following the taxable year in which such expense or other payment to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that be reimbursed is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawincurred.

Code Section 409A. To It is the extent applicable, it is intended Parties’ intention that this Agreement and any payment the Severance payable to the Executive pursuant to Section 5.4 will be made hereunder shall comply with the requirements in reliance upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (relating to separation pay plans) or Treasury Regulation Section 1.409A- 1(b)(4) (relating to short-term deferrals). For purposes of Section 409A of the CodeCode (including, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such without limitation, for purposes of Treasury Regulation Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”1.409A-2(b)(2)(iii)), provided each payment that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment Executive may be retroactive eligible to the extent permitted by Code Section 409A. Each payment receive under this Agreement shall will be treated as a separate and distinct payment for purposes of Code Section 409A. In no event may and will not collectively be treated as a single payment. Notwithstanding anything to the Employeecontrary in this Agreement or in any Company policy with respect to such payments, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits and reimbursements provided under this Agreement shall during any tax year of the Executive do not affect in-kind benefits or reimbursements to be provided in any other tax year of the Executive and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments will be made or provided to the Executive as soon as administratively practicable following such submission in accordance with the requirements of Code Section 409ACompany’s policies regarding reimbursements, including, without limitation, that (i) but in no event shall reimbursements by the Company under this Agreement be made later than the end last day of the calendar Executive’s taxable year next following the calendar taxable year in which the applicable fees and expenses were expense was incurred; (ii) the amount of . This Section only applies to in-kind benefits and reimbursements that would result in taxable compensation income to the Company Executive. This Agreement is obligated intended to pay be written, administered, interpreted and construed in a manner such that no payment or provide in any given calendar year shall not affect benefits provided under the in-kind benefits that the Company is obligated Agreement become subject to pay or provide in any other calendar year; (iiia) the Employee’s right gross income inclusion set forth within Section 409A(a)(1)(A) of the Code or (b) the interest and additional tax set forth within Section 409A(a)(1)(B) of the Code (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) imposition of Section 409A Penalties. Notwithstanding the preceding, in no event shall will the Company’s obligations to make such reimbursements or Company be required to provide such in-kind benefits apply later than a tax gross up payment to or otherwise reimburse the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation Executive with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawPenalties.

Code Section 409A. To Notwithstanding anything herein to the extent applicablecontrary, it this Agreement is intended to be interpreted and applied so that this Agreement and any the payment made hereunder of the benefits set forth herein shall comply with either be exempt from the requirements of Section 409A of the Code or shall comply with the requirements of such provision. Notwithstanding any provision in this Agreement or elsewhere to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Code, any payments or an exemption or exclusion therefrom and benefits due upon a termination of Executive’s employment under any related regulations or other guidance promulgated with respect to such arrangement that constitutes a “deferral of compensation” within the meaning of Section by the U.S. Department 409A of the Treasury or Code and which do not otherwise qualify under the Internal Revenue Service exemptions under Treas. Regs. Section 1.409A-1 (“Code including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 409A”1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee earlier of (i) the date which is six (6) months after Executive’s separation from service (as such term is defined in Treas. Regs. Section 1.409A-1(h), including the default presumptions thereunder) for any reason other than death (with the first such payment being a result lump sum equal to the aggregate payments and/or benefits Executive would have received during such six-month period if no such payment delay had been imposed), and (ii) the date of Code Section 409A. Any provision that would cause the Executive’s death. Notwithstanding anything in this Agreement or any payment hereof elsewhere to fail to satisfy Code the contrary, distributions upon termination of Executive’s employment may only be made upon a “separation from service” as determined under Section 409A of the Code and such date shall have no force or effect until amended in be the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Date of Termination for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Code Section 409A. 409A of the Code. In no event may the EmployeeExecutive, directly or indirectly, designate the calendar year of any payment to be made under this AgreementAgreement or otherwise which constitutes a “deferral of compensation” within the meaning of Section 409A of the Code. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, 409A of the Code. To the extent that (i) in no event shall any reimbursements by the Company under pursuant to this Agreement or otherwise are taxable to Executive, any reimbursement payment due to Executive shall be made later than paid to Executive on or before the end last day of the calendar Executive’s taxable year next following the calendar taxable year in which the applicable fees and expenses were related expense was incurred; (ii) provided, that Executive has provided the Companies written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Companies’ expense reimbursement policies. Reimbursements pursuant to this Agreement or otherwise are not subject to liquidation or exchange for another benefit and the amount of in-kind benefits such reimbursements that the Company is obligated to pay or provide Executive receives in any given calendar one taxable year shall not affect the in-kind benefits amount of such reimbursements that the Company is obligated to pay or provide Executive receives in any other calendar taxable year; (iii) . Notwithstanding any of the Employee’s foregoing to the contrary, the Companies and their respective officers, directors, employees or agents make no guarantee that the terms of this Agreement complies with, or is exempt from, the provisions of Code Section 409A, and none of the foregoing shall have any liability for the failure of the terms of this Agreement to comply with, or be exempt from, the provisions of Code Section 409A. Executive shall have no legally binding right to have the Company pay any distribution or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) payment made to Executive in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawerror.

Code Section 409A. To the extent applicable, it is intended that this Agreement and any payment made hereunder shall comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. . Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. Notwithstanding anything contained herein to the contrary, (x) in no event shall the Date of Termination occur until the Employee experiences a “separation of service” within the meaning of Code Section 409A, and the date on which such separation from service takes place shall be the “Date of Termination,” and all references herein to a “termination of employment” (or words of similar meaning) shall mean a “separation of service” within the meaning of Code Section 409A and (y) to the extent the payment of any amount pursuant to Section 9 of this Agreement constitutes deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) and such amount is payable within a number of days (e.g., no later than the sixty-fifth (65th) calendar day after the Date of Termination) that begins in one calendar year and ends in a subsequent calendar year, such amount shall be paid in the subsequent calendar year. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A of the Code and any similar sections of state tax law.

Code Section 409A. To the extent applicable, it This Agreement is intended that this Agreement and any payment made hereunder shall to comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A and shall have no force be construed accordingly. Any payments or effect until amended in the least restrictive manner necessary distributions to comply with be made to Executive under this Agreement upon a separation from service of amounts classified as “nonqualified deferred compensation” for purposes of Code Section 409A, which amendment may be retroactive to the extent permitted by and not exempt from Code Section 409A. 409A, shall in no event be made or commence until six months after Executive’s Section 409A Separation from Service. Any reference to a payment being exempt (or not exempt) from Code Section 409A refers to any applicable exemption available under Section 409A, including, without limitation, the short-term deferral rule and severance pay exemptions as provided in Code Section 409A and the Treasury Regulations. Each payment under this Agreement (whether of cash, property or benefits) shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any Where this Agreement provides that a payment to will be made under upon a specified date or during a specified period, such date or period, as required by Code Section 409(A), but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement. All reimbursements , will be the Code Section 409A “payment date” or “payment period”, and in-kind benefits provided under this Agreement shall actual payment will be made or provided in accordance with no later than the requirements of latest date permitted under Code Section 409A409A and the regulations thereunder (generally, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than of the end of the calendar year next in which the payment date falls, or the fifteenth day of the third calendar month after the payment date occurs). To the extent that any payments made pursuant to this Agreement are reimbursements exempt from Code Section 409A, the amount of such payments during any calendar year shall not affect the benefits provided in any other calendar year, and the right to any such payments shall not be subject to liquidation or exchange for another benefit or payment. As required by Code Section 409A, but in no way to detract from or excuse the payment deadlines set forth in the operative provisions above in this Agreement, the payment date for any reimbursements shall in no event be later than the last day of the calendar year immediately following the calendar year in which the applicable fees reimbursed expense was incurred or, for purposes of Sections 7(c)(iii)(B) and expenses were incurred; (iiC) above, the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect in which the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not Excise Tax must be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect remitted to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawapplicable governmental taxing authority.

Code Section 409A. To the extent applicable, it This Agreement is intended that this Agreement and any payment made hereunder shall to comply with the requirements of Section 409A of the Code, Code or an exemption or exclusion therefrom and any related regulations or other guidance promulgated shall in all respects be administered in accordance with respect to such Section by the U.S. Department 409A of the Treasury Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive’s other compensation, to be exempt from or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with the requirements of Section 409A of the Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. 409A of the Code. In no event may the EmployeeExecutive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within thirty (30) calendar days after the date of the Executive’s death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Code Section 409A409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the EmployeeExecutive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the EmployeeExecutive’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors lifetime (or if longer, through the twentieth (20th) anniversary of the Employee’s choice prior Effective Date). Prior to executing a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the Employee further acknowledges thatvalue of the payments to the Executive, in entering into order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, he has not relied upon in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth delayed payment at the applicable federal rate provided for in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reportingSection 7872(f)(2)(A) of the payment Code, on the first business day which is more than six (6) months following the Date of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawTermination.

Code Section 409A. To the extent applicable, it It is intended that any amounts payable under this Agreement and any payment made hereunder shall will be exempt from or comply with the requirements applicable requirements, if any, of Section 409A of the CodeInternal Revenue Code of 1986, or an exemption or exclusion therefrom as amended, and any related the notices, regulations or and other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service general applicability issued thereunder (“Code Section 409A”), provided and this Agreement will be interpreted in a manner that for will preclude the avoidance imposition of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, additional taxes and interest or penalties imposed on the Employee as a result of under Code Section 409A. Any provision that would cause This Agreement will be amended (as determined by the Agreement or any payment hereof Company) to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner extent necessary to comply with Code Section 409A. In all cases, for purposes of compliance with Code Section 409A, which amendment may be retroactive to “termination of employment” will have the extent permitted by same meaning as “separation from service” as defined in Code Section 409A. Each payment under Further, notwithstanding any provision to the contrary in this Agreement shall be treated as a separate payment for purposes Agreement, if Executive is deemed by the Company (or any successor entity thereto) at the time of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment Executive’s separation from service to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with a “specified employee” within the requirements meaning of Code Section 409A, includingand if any of the payments upon separation from service set forth herein are deemed to be “deferred compensation,” then, without limitationto the extent required for compliance with Code Section 409A, that such payments will not commence prior to the earliest of (i) in no event shall reimbursements by the Company under this Agreement be made later than the end expiration of the calendar year next following six-month period measured from the calendar year in which date of Executive’s separation from service with the applicable fees and expenses were incurred; Company, (ii) the amount date of in-kind benefits that the Company is obligated to pay Executive’s death or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder earlier date as permitted under Code Section 409A (hereinafter, the “Delayed Commencement Date”). On the Delayed Commencement Date, the Company will pay all payments delayed pursuant to this paragraph to Executive in a lump sum, and any similar sections of state tax law.remaining payments due will be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. In no event whatsoever will Delcath be liable for any additional tax, interest, or penalty that may be imposed on you by Code Section 409A or damages for failing to comply with Code Section 409A.

Code Section 409A. To the extent applicable, it is intended With respect to any payments or benefits hereunder that this Agreement are subject to Code Section 409A and any payment made hereunder shall comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom official guidance and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service issued thereunder (together “Code Section 409A”)) and that are payable on account of Executive’s termination of employment, provided that for such payments shall only be made if such termination of employment constitutes a “separation from service” within the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result meaning of Code Section 409A. Any provision that would cause the Agreement or The Company may adjust any payment hereof hereunder to fail to satisfy avoid liability or obligation under Code Section 409A but such adjustments shall have no force or effect until amended ensure that the payments are made in the least restrictive a manner necessary to comply with Code Section 409A, which amendment may be retroactive that is as close to the extent permitted by Code Section 409A. Each payment terms of this Agreement as possible. Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement shall will be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) paid in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses were incurred; or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits that the Company is obligated to pay or provide in provided during any given calendar taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits that the Company is obligated to pay or provide be provided in any other calendar taxable year; (iii) . The Company makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of the Employee’s right Agreement shall be interpreted or construed to have transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetimeof its affiliates. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to Executive, by executing this Agreement, shall be deemed to have waived any claim against the Company and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to any such tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder. However, the consequences parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-l(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-l(b)(9)(iii), or characterization otherwise. To the extent Code Section 409A is applicable to this Agreement (including for purpose of tax withholding and reportingsuch payments and benefits), the parties intend that this Agreement (and such payments and benefits) of comply with the payment of any compensation or benefits hereunder deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. In addition, if Executive is a “specified employee,” within the meaning of Code Section 409A, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six (6) month period immediately following Executive’s “separation from service” for reasons other than Executive’s death (except those payments that may be exempt from 409A by virtue of the short-term deferral exception to 409A) shall not be paid to Executive during such period, but shall instead be accumulated and any similar sections of state tax lawpaid to Executive in a lump sum on the first business day after the date that is six (6) months following Executive’s separation from service.

Code Section 409A. To Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision in the Agreement, the Company reserves the right, to the extent applicablethe Company deems necessary or advisable in its sole discretion, it is intended that to unilaterally amend or modify the Plan and/or this Agreement and any payment to ensure that all PSUs granted to Participants who are United States taxpayers are made hereunder in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the PSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any PSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A 409A, neither the Company nor any of the Codeits Eligible Subsidiaries shall have any liability for any tax, penalty or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Participant by Section 409A. Any provision that would cause 409A, and the Agreement or any payment hereof to fail to satisfy Code Section 409A Participant shall have no force recourse against the Company or effect until amended any of its Eligible Subsidiaries for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise payable to or provided to the least restrictive manner necessary to comply with Code Participant under this Agreement. For purposes of Section 409A, which amendment may be retroactive to the extent permitted each “payment” (as defined by Code Section 409A. Each payment 409A) made under this Agreement shall be treated as considered a “separate payment payment.” In addition, for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (i) in the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no event shall reimbursements by the Company under this Agreement be made later than the end of the second calendar year next following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event must also constitute a “change in which ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A. If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its Subsidiaries) as of the Participant’s separation from service, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable fees exemptions from Section 409A), and expenses were incurred; such payment is payable by reason of a separation from service, then to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) the first day of the seventh month following the Participant’s separation from service, or (ii) the amount Participant’s date of indeath; provided, however, that any payments delayed during this six-kind benefits that month period shall be paid in the Company is obligated to pay or provide aggregate in any given calendar year shall not affect a lump sum, without interest, on the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors first day of the Employeeseventh month following the Participant’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawseparation from service. 7.

Code Section 409A. To This Agreement and the extent applicable, it is intended that amounts payable and other benefits provided under this Agreement and any payment made hereunder shall are intended to comply with the requirements of with, or otherwise be exempt from, Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service Code (“Code Section 409A”), provided that for after giving effect to the avoidance exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of doubtthis Agreement is found not to comply with, this provision shall or otherwise not be construed exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to require a gross-up payment be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in respect of any taxesexercising its discretion under this Section 13, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Board shall modify this Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. and without reducing any payment or benefit due under this Agreement. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Code Section 409A. In no event may the EmployeeWith respect to any reimbursement of expenses of, directly or indirectly, designate the calendar year any provision of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided to, the Executive, as specified under this Agreement Agreement, such reimbursement of expenses or provision of in-kind benefits shall be made or provided in accordance with subject to the requirements of Code Section 409A, including, without limitation, that following limitations: (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any given calendar one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any other calendar taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred and (iii) the Employee’s right to have the Company pay reimbursement or provide such reimbursements and in-kind benefits may benefit shall not be liquidated subject to liquidation or exchanged exchange for another benefit. If a payment obligation under this Agreement arises on account of a Control Change Date or the occurrence of a Control Change Date or the Executive’s termination of employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be payable only if the Control Change Date constitutes a Control Change Event or after the Executive’s Separation from Service; provided, however, that if the Executive is a Specified Employee, any other benefit; such payment that are scheduled to be paid within six months after such Separation from Service shall accrue without interest and (iv) shall be paid in no event shall a single lump sum on the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors first day of the Employee’s choice prior to executing this Agreement, and seventh month beginning after the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) date of the payment Executive’s Separation from Service or, if earlier, within fifteen days after the appointment of any compensation the personal representative or benefits hereunder under Code Section 409A and any similar sections executor of state tax lawthe Executive’s estate following the Executive’s death.

Code Section 409A. To The intent of the extent applicable, it parties is intended that payments and benefits under this Agreement and any payment made hereunder shall comply with the requirements of or otherwise be exempt from Internal Revenue Code Section 409A of and the Code, or an exemption or exclusion therefrom regulations and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service thereunder (collectively “Code Section 409A”)) and, provided that for accordingly, to the avoidance of doubtmaximum extent permitted, this provision Agreement shall not be construed interpreted to require a gross-up payment be either exempt from or in respect of compliance therewith. In no event whatsoever shall Parent or Employer be liable for any taxesadditional tax, interest or penalties penalty that may be imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Executive by Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary damages for failing to comply with Code Section 409A409A. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment under Section 1 that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall not be made until the date which amendment may be retroactive is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”) to the extent permitted by required under Code Section 409A. Each Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 1(d) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment under dates specified for them herein. 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 “nonqualified deferred compensation” (within the meaning of Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” from Parent and Employer 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.” For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding any other provision to the contrary, in no event shall any payment for purposes under this Agreement that constitutes “deferred compensation” (within the meaning of Code Section 409A) be subject to offset by any other amount unless otherwise permitted by Code Section 409A. In To the extent that any reimbursement of expenses or in-kind benefits constitute “nonqualified deferred compensation” (within the meaning of Section 409A), such reimbursement shall be provided no event may later than December 31 of the Employeeyear following the year in which the expense was incurred, directly or indirectly, designate the calendar year amount of any payment to be made under this Agreement. All reimbursements and expenses reimbursed or in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar one year shall not affect the amount eligible for reimbursement or in-kind benefits that the Company is obligated to pay or provide provided in any subsequent year (other calendar year; (iiithan an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the EmployeeCode), and Executive’s right to have the Company pay such payments or provide reimbursement of any such reimbursements and in-kind benefits may expenses shall not be liquidated subject to liquidation or exchanged exchange for any other benefit; and (iv) in no event shall . Notwithstanding anything to the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth contrary in this Agreement, includingto the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, without limitation(A) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his acceptance of the Release thereafter, he shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (B) in any case where the date of termination of employment and the Release Expiration Date fall in two separate taxable years, any representation payments required to be made to Executive that are conditioned on the Release and are treated as “nonqualified deferred compensation” (within the meaning of Section 409A) shall be made in the later taxable year. For purposes of this Section 1(d) “Release Expiration Date” shall mean the date that is 31 days following the date of Executive’s termination of employment, or, in the event that Executive’s termination of employment is “in connection with respect an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 55 days following the date of Executive’s termination of employment. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 1(d), such amounts shall be paid in a lump sum on the consequences or characterization first payroll date following the date that Executive executes and does not revoke the Release (including for purpose and the applicable revocation period has expired) or, in the case of tax withholding and reportingany payments subject to clause (B) of this Section 1(d), on the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawfirst payroll period to occur in the subsequent taxable year, if later.

Code Section 409A. To the extent applicable, it This Agreement is intended that this Agreement and any payment made hereunder shall to comply with the requirements of Section 409A of the Code, Code or an exemption or exclusion therefrom and any related regulations or other guidance promulgated shall in all respects be administered in accordance with respect to such Section by the U.S. Department 409A of the Treasury Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive’s other compensation, to be exempt from or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with the requirements of Section 409A of the Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. 409A of the Code. In no event may the EmployeeExecutive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within thirty (30) calendar days after the date of the Executive’s death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Code Section 409A409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the EmployeeExecutive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the EmployeeExecutive’s remaining lifetimelifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). The Employee acknowledges that he has been advised to consult Company may, in consultation with an attorney and any other advisors of the Employee’s choice prior to executing Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the Employee further acknowledges thatvalue of the payments to the Executive, in entering into order to cause the provisions of this Agreement, he has not relied upon any representation or statement made by any agent or representative Agreement to comply with the requirements of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) Section 409A of the payment Code, so as to avoid the imposition of any compensation or benefits hereunder under Code taxes and penalties on the Executive pursuant to Section 409A and any similar sections of state tax lawthe Code.

Code Section 409A. It is the intention of the Company and the Executive that this Agreement will not result in unfavorable tax consequences to the Executive under Section 409A of the Code. To the extent applicable, it is intended that this Agreement and any payment made hereunder shall comply with the requirements provisions of Section 409A of the Code. This Agreement shall be administered and interpreted in a manner consistent with this intent, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the this Agreement or any payment hereof to fail to satisfy Code Section 409A shall of the Code will have no force or and effect until amended in the least restrictive manner necessary to comply with Code Section 409A, therewith (which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment 409A of the Code). The Company and the Executive agree to work together in good faith in an effort to comply with Section 409A of the Code, including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time; provided that the Company shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to him under this Agreement that are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement shall be treated construed as a separate identified payment for purposes of Code Section 409A. In no event may 409A of the Employee, directly Code. With respect to expenses eligible for reimbursement or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under the terms of this Agreement Agreement, (a) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (b) any reimbursements of such expenses and the provision of any in-kind benefits shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar fiscal year next following the calendar fiscal year in which the applicable fees and related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code; provided that, with respect to any reimbursements for any taxes to which the Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the fiscal year following the fiscal year in which the Executive remits the related taxes, and (iic) the amount of right to reimbursement or in-kind benefits that the Company is obligated to pay or provide in any given calendar year benefit shall not affect the in-kind benefits that the Company is obligated be subject to pay liquidation or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged exchange for any other another benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax law.

Code Section 409A. To This Agreement and the extent applicable, it is intended that amounts payable and other benefits provided under this Agreement and any payment made hereunder shall are intended to comply with the requirements of with, or otherwise be exempt from, Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service Code (“Code Section 409A”), provided that for after giving effect to the avoidance exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of doubtthis Agreement is found not to comply with, this provision shall or otherwise not be construed exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Committee determines to require a gross-up payment be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in respect of any taxesexercising its discretion under this Section 13, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Committee shall modify this Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. and without reducing any payment or benefit due under this Agreement. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Code Section 409A. In no event may the EmployeeWith respect to any reimbursement of expenses of, directly or indirectly, designate the calendar year any provision of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided to, the Executive, as specified under this Agreement Agreement, such reimbursement of expenses or provision of in-kind benefits shall be made or provided in accordance with subject to the requirements of Code Section 409A, including, without limitation, that following limitations: (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any given calendar one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any other calendar taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred and (iii) the Employee’s right to have the Company pay reimbursement or provide such reimbursements and in-kind benefits may benefit shall not be liquidated subject to liquidation or exchanged exchange for any other another benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be payable only after the Executive’s Separation from Service; provided, however, that if the Executive is a Specified Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates such payment that is not expressly set forth in this Agreement, including, without limitation, any representation with respect required to the consequences or characterization (including for purpose of tax withholding and reportingbe delayed under Section 409A(a)(2)(B)(i) of the payment Code and that is scheduled to be paid within six months after such Separation from Service shall accrue without interest and shall be paid on the first day of any compensation the seventh month beginning after the date of the Executive’s Separation from Service or, if earlier, within fifteen days after the appointment of the personal representative or benefits hereunder under Code Section 409A and any similar sections executor of state tax lawthe Executive’s estate following the Executive’s death.

Code Section 409A. To the extent applicable, it This Agreement is intended that this Agreement and any payment made hereunder shall to comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom thereunder and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to require a gross-up payment in respect of any taxes, interest an involuntary separation from service or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code short-term deferral shall be excluded from Section 409A shall have no force or effect until amended in to the least restrictive manner necessary to comply with Code maximum extent possible. For purposes of Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each each installment payment provided under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment payment. Any payments to be made under this Agreement upon a termination of employment that are considered “nonqualified deferred compensation” for purposes of Section 409A shall only be made upon a “separation from service” under Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with your termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of your termination of employment or, if earlier, on your death (the “Specified Employee Payment Date”). All reimbursements The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month of your termination of employment shall be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. To the extent required by Section 409A, each reimbursement or in-kind benefits benefit provided under this Agreement shall be made or provided in accordance with the requirements following (a) the amount of Code Section 409Aexpenses eligible for reimbursement, includingor in-kind benefits provided, without limitationduring each calendar year cannot affect the expenses eligible for reimbursement, that or in-kind benefits to be provided, in any other calendar year; (ib) in no event any reimbursement of an eligible expense shall reimbursements by be paid to you on or before the Company under this Agreement be made later than the end last day of the calendar year next following the calendar year in which the applicable fees and expenses were expense was incurred; and (iic) the amount of any right to reimbursements or in-kind benefits that the Company is obligated to pay or provide in any given calendar year under this Agreement shall not affect the in-kind benefits that the Company is obligated be subject to pay liquidation or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged exchange for any other another benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax law.

Code Section 409A. To This Agreement and the extent applicable, it is intended that benefits provided under this Agreement and any payment made hereunder shall are intended to comply with the requirements of with, or otherwise be exempt from, Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service Code (“Code Section 409A”), provided that for after giving effect to the avoidance exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of doubtthis Agreement is found not to comply with, this provision shall or otherwise not be construed exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring your consent, in such manner as the Board determines to require a gross-up payment be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in respect of any taxesexercising its discretion under this Section 6, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Board shall modify this Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. necessary. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Code Section 409A. In no event may the EmployeeWith respect to any reimbursement of expenses of, directly or indirectly, designate the calendar year any provision of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided to you, as specified under this Agreement Agreement, such reimbursement of expenses or provision of in-kind benefits shall be made or provided in accordance with subject to the requirements of Code Section 409A, including, without limitation, that following limitations: (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any given calendar one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any other calendar taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred and (iii) the Employee’s right to have the Company pay reimbursement or provide such reimbursements and in-kind benefits may benefit shall not be liquidated subject to liquidation or exchanged exchange for another benefit. If a payment obligation under this Agreement arises on account of your termination of employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be payable only after your “separation from service” (as determined under Treasury Regulation section 1.409A-1(b)); provided, however, that if you are a “specified employee” (as determined under Treasury Regulation section 1.409A-1(i)), any other benefit; payment that is scheduled to be paid within six months after such separation from service shall accrue without interest and (iv) in no event shall be paid on the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors first day of the Employee’s choice prior to executing this Agreementseventh month beginning after the date of your separation from service or, and if earlier, within fifteen days after the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) appointment of the payment personal representative or executor of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawyour estate following your death.

Code Section 409A. To This Agreement and the extent applicableseverance pay and other benefits provided hereunder are intended to qualify for an exemption from Section 409A of the Code, it is intended provided, however, that if this Agreement and the severance pay and other benefits provided hereunder are not so exempt, they are intended to comply with Section 409A of the Code to the extent applicable thereto. Notwithstanding any payment made hereunder provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Section 409A of the Code, the Company does not represent or an exemption or exclusion therefrom and any related regulations or other guidance promulgated warrant that this Agreement will comply with respect to such Section by the U.S. Department 409A of the Treasury Code or any other provision of federal, state or local law. Neither the Internal Revenue Service Company, the Board, its subsidiaries, nor their respective managers, officers, employees or advisers shall be liable to Executive (“Code Section 409A”)or any other individual claiming a benefit through Executive) for any tax, provided that for the avoidance of doubtinterest, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee Executive may owe as a result of Code Section 409A. Any provision that would cause compensation paid under this Agreement, and the Agreement or any payment hereof to fail to satisfy Code Section 409A Company and its subsidiaries shall have no force obligation to indemnify or effect until amended in otherwise protect Executive from the least restrictive manner necessary obligation to comply with pay any taxes pursuant to Section 409A of the Code. If any payment or reimbursement, or portion thereof, under this Agreement would be deemed to be a deferral of compensation not exempt from the provisions of Section 409A of the Code and would be considered a payment upon a separation from service for purposes of Code Section 409A, which amendment may and Executive is determined to be retroactive a "specified employee" under Section 409A of the Code, then any such payment or reimbursement, or portion thereof, shall be delayed until the date that is the earlier to occur of (i) Executive's death or (ii) the extent permitted by date that is six months and one day following the date of termination of Executive's Employment (the "Delay Period"). Upon the expiration of the Delay Period, the payments delayed pursuant to this Section 24 shall be paid to Executive in a lump sum, and any remaining payments due under this Section 24 shall be payable in accordance with their original payment schedule. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 409A. Each payment 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide receive a series of separate payments and, accordingly, each such reimbursements installment payment shall at all times be considered a separate and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawdistinct payment.

Code Section 409A. To the extent applicable, it is intended With respect to any payments or benefits hereunder that this Agreement are subject to Code Section 409A and any payment made hereunder shall comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom official guidance and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service issued thereunder (together “Code Section 409A”)) and that are payable on account of Executive’s termination of employment, provided that for such payments shall only be made if such termination of employment constitutes a “separation from service” within the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result meaning of Code Section 409A. Any provision that would cause the Agreement or The Company may adjust any payment hereof hereunder to fail to satisfy avoid liability or obligation under Code Section 409A but such adjustments shall have no force or effect until amended ensure that the payments are made in the least restrictive a manner necessary to comply with Code Section 409A, which amendment may be retroactive that is as close to the extent permitted by Code Section 409A. Each payment terms of this Agreement as possible. Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement shall will be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) paid in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses were incurred; or in- kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in- kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits that the Company is obligated to pay or provide in provided during any given calendar taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits that the Company is obligated to pay or provide be provided in any other calendar taxable year; (iii) . The Company makes no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of the Employee’s right Agreement shall be interpreted or construed to have transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetimeof its affiliates. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to Executive, by executing this Agreement, shall be deemed to have waived any claim against the Company and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to any such tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder. However, the consequences parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-l(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-l(b)(9)(iii), or characterization otherwise. To the extent Code Section 409A is applicable to this Agreement (including for purpose of tax withholding and reportingsuch payments and benefits), the parties intend that this Agreement (and such payments and benefits) of comply with the payment of any compensation or benefits hereunder deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. In addition, if Executive is a “specified employee,” within the meaning of Code Section 409A, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six (6) month period immediately following Executive’s “separation from service” for reasons other than Executive’s death (except those payments that may be exempt from 409A by virtue of the short-term deferral exception to 409A) shall not be paid to Executive during such period, but shall instead be accumulated and any similar sections of state tax lawpaid to Executive in a lump sum on the first business day after the date that is six (6) months following Executive’s separation from service.

Code Section 409A. To the extent applicable, it It is intended that any income or payments to Executive provided pursuant to this Agreement or other agreements or arrangements contemplated by this Agreement (including, without limitation, the award agreements relating to the Initial Grant, Inducement Grant, and Signing Bonus Grant) (any payment made hereunder shall comply such income or payments being referred to as “Payments”) will not be subject to the additional tax and interest under Section 409A (a “Section 409A Tax”). The provisions of the Agreement and such other agreements or arrangements will be interpreted and construed in favor of complying with the any applicable requirements of Section 409A necessary in order to avoid the imposition of a Section 409A Tax. The Company, Employee Group and Executive agree to amend (including retroactively) the CodeAgreement and any such other agreements or arrangements in order to comply with Section 409A, including amending to facilitate the ability of Executive to avoid the imposition of, or an exemption or exclusion therefrom reduce the amount of, any Section 409A Tax. The Company, Employee Group and any related regulations or other guidance promulgated with respect Executive shall reasonably cooperate to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, provide full effect to this provision and the consent to any amendment described in the preceding sentence shall not be construed unreasonably withheld by either party. Notwithstanding the foregoing, if any Payments due or made to require Executive after his Date of Termination are subject to a Section 409A Tax, then Executive shall be entitled to receive a gross-up payment (a “Section 409A Gross-Up Payment”) in an amount equal to (A) the Section 409A Tax on any such Payments, plus (B) any federal, state, and local income taxes and penalties, employment taxes (including FICA) or other taxes payable by Executive with respect to the Section 409A Gross-Up Payment, in order to put Executive in the same position he would have been in if the Section 409A Tax provisions of any taxesSection 409A did not apply; provided, interest or penalties imposed on however, that the Company and the Employee as Group shall only be responsible to make a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply Gross Up Payment with Code Section 409A, which amendment may be retroactive respect to the extent permitted by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be 409A Tax on Payments made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by contravention of the Company under terms of this Agreement be made later than or other agreements or arrangements contemplated by this Agreement as in effect on the end Date of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; Termination or (ii) in contravention or violation of any Section 409A guidance or authority that is promulgated or effective after the amount Date of in-kind benefits Termination; further provided, that the Company is obligated to pay or provide in any given calendar year and Employee Group shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations responsible to make such reimbursements or to provide such ina Section 409A Gross-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation Up Payment with respect to the consequences Section 409A Tax on the Payments if after a reasonable request by the Company or characterization Employee Group to Executive, Executive refuses or fails to make an election to alter the form and/or timing of any Payment (including for purpose of tax withholding and reportingby amending this Agreement or other agreements or arrangements contemplated by this Agreement pursuant to this Section 6.15) of that could reasonably be expected to result in the payment avoidance of any compensation or benefits hereunder under Code amount of Section 409A and any similar sections of state tax lawTax while minimizing (to the extent reasonably practicable) the delay in such Payment to Executive.

Code Section 409A. To the extent applicable, it is intended The parties intend that this Agreement and will qualify for any payment made hereunder shall available exceptions from coverage under, or otherwise comply with the requirements of with, Code Section 409A of (and the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated applicable guidance), and it shall be interpreted accordingly. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (a) with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“any payments and benefits under this Agreement to which Code Section 409A”)409A applies, provided that for all references in this Agreement to the avoidance Termination Date or other termination of doubt, this provision shall not be construed Executive’s employment are intended to require a gross-up payment in respect of any taxes, interest or penalties imposed on mean Executive’s “separation from service” within the Employee as a result meaning of Code Section 409A. Any provision that would cause the Agreement or any 409A(a)(2)(A)(i), and (b) each payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment made under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may and the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors a series of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in installment payments under this Agreement, including, without limitation, any representation with respect under Section 9(a), shall be treated as a right to a series of separate payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the consequences or characterization (including for purpose of tax withholding and reporting) of extent necessary to avoid subjecting Executive to the payment imposition of any compensation or benefits hereunder additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Executive’s “separation from service” shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive (or, in the event of Executive’s death, to Executive’s estate) in a lump sum on the first business day after the earlier of the date that is six months following Executive’s separation from service or Executive’s death. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A and from Executive or any similar sections other individual to the Company or any of state tax lawits affiliates.

Code Section 409A. To Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision in this Agreement, the Company reserves the right, to the extent applicablethe Company deems necessary or advisable in its sole discretion, it is intended that to unilaterally amend or modify the Plan and/or this Agreement and any payment to ensure that all RSUs granted to Participants who are United States taxpayers are made hereunder in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the RSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A 409A, neither the Company nor any of the Codeits Eligible Subsidiaries shall have any liability for any tax, penalty or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Participant by Section 409A. Any provision that would cause 409A, and the Agreement or any payment hereof to fail to satisfy Code Section 409A Participant shall have no force recourse against the Company or effect until amended any of its Eligible Subsidiaries for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise payable to or provided to the least restrictive manner necessary to comply with Code Participant under this Agreement. For purposes of Section 409A, which amendment may be retroactive to the extent permitted each “payment” (as defined by Code Section 409A. Each payment 409A) made under this Agreement shall be treated as considered a “separate payment payment.” In addition, for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (i) in the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no event shall reimbursements by the Company under this Agreement be made later than the end of the second calendar year next following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event must also constitute a “change in which ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A. If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its Subsidiaries) as of his or her separation from service, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable fees exemptions from Section 409A), and expenses were incurred; such payment is payable by reason of a separation from service, then to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) the first day of the seventh month following the Participant’s separation from service, or (ii) the amount Participant’s date of indeath; provided, however, that any payments delayed during this six-kind benefits that month period shall be paid in the Company is obligated to pay or provide aggregate in any given calendar year shall not affect a lump sum, without interest, on the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors first day of the Employeeseventh month following the Participant’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawseparation from service.

Code Section 409A. To Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A to the extent applicable, it is intended that . The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payment made hereunder shall comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect payments under this Agreement are subject to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in and this Agreement fails to comply with that section’s requirements, the least restrictive manner necessary Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including retirement) shall instead be paid on the first business day after the date that is six (6) months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment for purposes payment; (ii) the term “as soon as administratively possible” means a period of Code Section 409A. In no event may time that is within 60 days after the Termination due to death or Disability (as applicable); and (iii) the date of the Employee, directly or indirectly, designate ’s Disability shall be determined by the calendar year of any payment Company in its sole discretion. Although this Agreement and the payments provided hereunder are intended to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made exempt from or provided in accordance to otherwise comply with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under does not represent or warrant that this Agreement be made later than or the end payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the calendar year next following Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the calendar year in which the applicable fees and expenses were incurred; Employee (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) individual claiming a benefit through the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged ) for any other benefit; and (iv) in no event shall tax, interest, or penalties the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors may owe as a result of the Employee’s choice prior to executing compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee further acknowledges that, in entering into this Agreement, he has not relied upon from the obligation to pay any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect taxes pursuant to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax law.409A.

Code Section 409A. To Payments made pursuant to the Plan and this Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision in this Agreement, the Company reserves the right, to the extent applicablethe Company deems necessary or advisable in its sole discretion, it is intended that to unilaterally amend or modify the Plan and/or this Agreement and any payment to ensure that all RSUs granted to Participants who are United States taxpayers are made hereunder in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the RSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A 409A, neither the Company nor any of the Codeits Eligible Subsidiaries shall have any liability for any tax, penalty or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Participant by Section 409A. Any provision that would cause 409A, and the Agreement or any payment hereof to fail to satisfy Code Section 409A Participant shall have no force recourse against the Company or effect until amended any of its Eligible Subsidiaries for payment of any such tax, penalty or interest imposed by Section 409A. Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise payable to or provided to the least restrictive manner necessary to comply with Code Participant under this Agreement. For purposes of Section 409A, which amendment may be retroactive to the extent permitted each “payment” (as defined by Code Section 409A. Each payment 409A) made under this Agreement shall be treated as considered a “separate payment payment.” In addition, for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (i) in the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no event shall reimbursements by the Company under this Agreement be made later than the end of the second calendar year next following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” involuntary separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event must also constitute a “change in which ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A. If the Participant is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its Subsidiaries) as of the Participant’s separation from service, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable fees exemptions from Section 409A), and expenses were incurred; such payment is payable by reason of a separation from service, then to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) the first day of the seventh month following the Participant’s separation from service, or (ii) the amount Participant’s date of indeath; provided, however, that any payments delayed during this six-kind benefits that month period shall be paid in the Company is obligated to pay or provide aggregate in any given calendar year shall not affect a lump sum, without interest, on the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors first day of the Employeeseventh month following the Participant’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawseparation from service.

Code Section 409A. To A payment of any amount or benefit that is (i) subject to Section 409A, and (ii) to be made because of a termination of employment shall not be made unless such termination is also a “separation from service” within the extent applicable, it is intended that this Agreement and any payment made hereunder shall comply with the requirements meaning of Section 409A and the regulations promulgated thereunder and, for purposes of any such provision of the CodeAgreement, references to a “termination,” “termination of employment” or an exemption or exclusion therefrom and like terms shall mean “separation from service” within the meaning of Section 409A. Notwithstanding any related regulations or other guidance promulgated with respect provision of this Agreement to such Section by the U.S. Department contrary, if at the time of the Treasury or the Internal Revenue Service Employee’s “separation from service” Employee is a “specified employee” (“Code as defined under Section 409A”), provided then to the extent that for the avoidance of doubt, this provision shall not be construed any amount to require a gross-up payment which Employee is entitled in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof connection with his separation from service is subject to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, payments of such amounts to which amendment may Employee would otherwise be retroactive to entitled during the extent permitted by Code Section 409A. Each payment under this Agreement shall six (6) month period following the separation from service will be treated as accumulated and paid in a separate payment for purposes lump sum on the earlier of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end first day of the calendar year next following seventh month after the calendar year in which date of the applicable fees and expenses were incurred; separation from service, or (ii) the amount date of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right death. This paragraph shall apply only to have the Company pay extent required to avoid Employee’s incurrence of any additional tax or provide interest under Section 409A or any regulations or Treasury guidance promulgated thereunder. Notwithstanding any provision of this Agreement to the contrary, to the extent that any payment under the terms of this Agreement would constitute an impermissible acceleration or deferral of payments under Section 409A or any regulations or Treasury guidance promulgated thereunder, or under the terms of any applicable plan, program, arrangement or policy of the Employer, such reimbursements and in-kind benefits may not payments shall be liquidated made no earlier or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than at such times allowed under Section 409A or the Employee’s remaining lifetimeterms of such plan, program, arrangement or policy. The If any provision of this Agreement (or of any award of compensation) would cause Employee acknowledges to incur any additional tax or interest under Section 409A or any regulations or Treasury guidance promulgated thereunder, Prosperity may reform such provision; provided that he has been advised Prosperity shall (i) maintain, to consult with an attorney and any other advisors the maximum extent practicable, the original intent of the Employee’s choice prior to executing this Agreement, and applicable provision without violating the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative provisions of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and (ii) notify and consult with Employee regarding such amendments or modifications prior to the effective date of any similar sections of state tax lawsuch change.

Code Section 409A. To This Section 13 controls over anything in this Agreement to the extent applicable, it contrary. It is intended that any amounts payable under this Agreement and any payment made hereunder shall either be exempt from or comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service Code of 1986, as amended (the “Code Code”), and all regulations, guidance and other interpretive authority issued thereunder (collectively, “Section 409A”), provided that for ) so as not to subject the avoidance of doubt, this provision shall not be construed Executive to require a gross-up payment in respect of any taxesadditional tax, penalty or interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code under Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment under and this Agreement shall be interpreted accordingly. To the extent any amounts under this Agreement are payable by reference to the 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. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payment for purposes of Code Section 409A. In no event may payments. To the Employee, directly or indirectly, designate extent that the calendar year reimbursement of any payment to be made under this Agreement. All reimbursements and expenses or the provision of any in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code is subject to Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (iia) the amount of such expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide in be provided, during any given one calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide be provided in any other calendar year; (iiib) reimbursement of any such expense shall be made by no later than December 31 of the year following the calendar year in which such expense is incurred; and (c) the EmployeeExecutive’s right to have the Company pay or provide receive such reimbursements and or in-kind benefits may shall not be liquidated subject to liquidation or exchanged exchange for any other another benefit; . If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if the Executive is a “specified employee,” as such term is defined in Section 409A at the time of the Executive’s separation from service, then, the timing of the Severance Payment will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after the Executive’s separation from service, and (ivb) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors date of the EmployeeExecutive’s choice prior to executing this Agreementdeath (such earlier date, and the Employee further acknowledges that“Delayed Initial Payment Date”), in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of the Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect will (i) pay to the consequences or characterization (including for purpose Executive a lump sum amount equal to the sum of tax withholding and reporting) the Severance Payment that the Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance had not been delayed pursuant to the foregoing, and (ii) commence paying the balance of the Severance Payment in accordance with the applicable payment schedule set forth in Section 7. No interest shall be due on any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawamounts deferred pursuant to the foregoing.

Code Section 409A. To Notwithstanding any other provisions of this Agreement or the extent applicablePlan, the Option granted hereunder shall not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon the Optionee. In the event it is intended that this Agreement and any payment made hereunder shall comply with reasonably determined by the requirements Committee that, as a result of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect the transfer of Shares under this Agreement may not be made at the time contemplated hereunder without causing the Optionee to such be subject to taxation under Section by the U.S. Department 409A of the Treasury or Code, the Internal Revenue Service (Company will make such payment on the first day that would not result in the Optionee incurring any tax liability under Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Optionee’s termination of Employment with the Company the Optionee is a “specified employee” as defined in Section 409A of the Code Section 409A”), provided that for and the avoidance deferral of doubt, this provision shall not be construed to require a gross-up payment in respect the commencement of any taxes, interest payments or penalties imposed on the Employee benefits otherwise payable hereunder as a result of Code Section 409A. Any provision that would cause the Agreement such termination of Employment is necessary in order to prevent any accelerated or any payment hereof to fail to satisfy Code additional tax under Section 409A shall have no force or effect until amended in of the least restrictive manner necessary to comply with Code Section 409ACode, which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by then the Company under this Agreement be made later than will defer the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) commencement of the payment of any compensation such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Optionee) until the date that is six months following the Optionee’s termination of Employment with the Company (or the earliest date as is permitted under Code Section 409A of the Code without any accelerated or additional tax). The Optionee is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Optionee in connection with the Option (including any taxes and penalties under Section 409A), and neither the Company nor any of its Subsidiaries shall have any obligation to indemnify or otherwise hold the Optionee (or any beneficiary) harmless from any or all of such taxes or penalties. If the Option is considered “deferred compensation” subject to Section 409A, references in this Agreement and the Plan to “termination of Employment” and “separation from service” (and substantially similar sections phrases) shall mean “separation from service” within the meaning of state tax lawSection 409A. For purposes of Section 409A, each payment that may be made in respect of the Option is designated as a separate payment.

Code Section 409A. To The intent of the extent applicable, it parties is intended that payments and benefits under this Agreement and any payment made hereunder shall comply with the requirements of with, or be exempt from, Internal Revenue Code Section 409A of and the Code, or an exemption or exclusion therefrom regulations and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service thereunder (“Code Section 409A”)) and, provided that for accordingly, to the avoidance of doubtmaximum extent permitted, this provision Agreement shall be interpreted to be in compliance therewith. A termination of employment shall not be construed deemed to require a gross-up payment in respect have occurred for purposes of any taxes, interest provision of this Agreement providing for the payment of any amounts or penalties imposed on benefits upon or following a termination of employment that are considered “non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the Employee as a result meaning of Code Section 409A. Any 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.” If the Restricted Person is deemed on the date of termination to be a “specified employee” within the meaning of that would cause the Agreement or term under Code Section 409A(a)(2)(B), then with regard to any payment hereof to fail to satisfy that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the day after the expiration of the six-month period measured from the date of the Restricted Person’s “separation from service,” and (B) the date of the Restricted Person’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 4.1 (whether they would have no force otherwise been payable in a single sum or effect until amended in installments in the least restrictive manner necessary absence of such delay) shall be paid or reimbursed to comply with the Restricted Person in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided as specified herein. For purposes of Code Section 409A, which amendment may be retroactive the Restricted Person’s right to the extent permitted by Code Section 409A. Each payment under receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate payment for purposes of Code Section 409A. and distinct payments. In no event shall any of Parent, the Company, MergerSub, or the Surviving Corporation be liable for any additional tax, interest or penalty that may be imposed on the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Restricted Person by Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax law.409A.

Code Section 409A. To This Section 15 controls over anything in this Agreement to the extent applicable, it contrary. It is intended that any amounts payable under this Agreement and any payment made hereunder shall either be exempt from or comply with the requirements of Section 409A of the CodeCode and all regulations, or an exemption or exclusion therefrom guidance and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service interpretive authority issued thereunder (collectively, “Code Section 409A”), provided that for the avoidance of doubt, this provision shall ) so as not be construed to require a gross-up subject you to payment in respect of any taxesadditional tax, penalty or interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code under Section 409A and this Agreement shall have no force or effect until amended in be interpreted accordingly. To the least restrictive manner extent necessary to comply with Code Section 409A, which amendment may references in this Agreement to “termination of employment” or “terminates employment” (and similar references) shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i) and any governing Internal Revenue Service guidance and Treasury regulations (“Separation from Service”), and no payment subject to Section 409A that is payable upon a termination of employment shall be retroactive to paid unless and until (and not later than applicable in compliance with Section 409A) you incur a Separation from Service. To the extent permitted by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may that the Employee, directly or indirectly, designate the calendar year reimbursement of any payment to be made under this Agreement. All reimbursements and expenses or the provision of any in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code is subject to Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (iia) the amount of such expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide in be provided, during any given one calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide be provided, in any other calendar year; (iiib) reimbursement of any such expense shall be made by no later than December 31 of the Employee’s year following the calendar year in which such expense is incurred; and (c) your right to have the Company pay or provide receive such reimbursements and or in-kind benefits may shall not be liquidated subject to liquidation or exchanged exchange for another benefit. To the extent that Section 409A(a)(2)(B)(i) applies and you are a “specified employee” on the date of your separation from service, then any other benefit; and payment treated as deferred compensation under Section 409A will be postponed until the first business day after the expiration of six (iv6) months from the date of your separation from service (or your death if earlier). To the extent necessary for a change in no event the time or manner of a payment due to a Change in Control to comply with Section 409A, such change shall be effective only if the Change in Control constitutes a change in the effective ownership or effective control of the Holding Company or the Company’s obligations to make such reimbursements , as applicable, or to provide such in-kind benefits apply later than a change in the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors ownership of a substantial portion of the Employee’s choice prior to executing this Agreementassets of the Holding Company or the Company, and the Employee further acknowledges thatas applicable, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative each case within the meaning of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawTreasury Regulation section 1.409A-3(i)(5).

Code Section 409A. To the extent applicable, it is intended The Parties intend that this Agreement and any payment the payments made hereunder shall will be exempt from, or comply with with, the requirements of Section 409A of the Code, or an exemption or exclusion therefrom Code and the regulations and other guidance thereunder and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department state law of the Treasury or the Internal Revenue Service similar effect (collectively, “Code Section 409A”), provided and this Agreement will be interpreted and applied to the greatest extent possible in a manner that is consistent with the requirements for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest avoiding taxes or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no the event may that the EmployeeOfficer is determined to be a “specified employee” (as defined under Section 409A), directly or indirectly, designate the calendar year of any payment to be made under to the Officer upon a separation from service which is deferred compensation subject to Section 409A (and not otherwise exempt from Section 409A) may not be made before the date that is six months after the Officer’s separation from service (or death, if earlier). To the extent that the Officer is or becomes subject to this six-month delay rule, all payments of deferred compensation subject to Section 409A (and not otherwise exempt from Section 409A) that would have been made to the Officer during the six months following his separation from service, if any, will be accumulated and paid to the Officer on the date that is six months and one day following his separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. All reimbursements and in-kind benefits The Parties intend that each installment of any payments provided under for in this Agreement shall is a separate “payment” for purposes of Section 409A. For the purposes herein, the phrase “termination of employment” or similar phrases will be made or provided interpreted in accordance with the requirements term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Deferrals of Code benefits payable or distributable pursuant to the Agreement that are otherwise exempt from Section 409A409A in a manner that would cause Section 409A to apply shall not be permitted unless such deferrals are in compliance with Section 409A. Further, including, without limitation, that (i) in no the event shall reimbursements by that Section 409A requires that any special terms, provisions or conditions be included in the Company under this Agreement Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made later than the end a part of the calendar year next following the calendar year in which the applicable fees Agreement, and expenses were incurred; (ii) terms used in the amount of in-kind benefits Agreement shall be construed in accordance with Section 409A if and to the extent required. Further, in the event that the Company is obligated Agreement or any benefit thereunder shall be deemed not to pay or provide in any given calendar year shall not affect comply with Section 409A, then neither the in-kind benefits that Bank, the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall Board, the Company’s obligations to make such reimbursements , nor its or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation their designees or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect agents shall be liable to the consequences Officer or characterization (including other person for purpose of tax withholding and reporting) of the payment of any compensation actions, decisions or benefits hereunder under Code Section 409A and any similar sections of state tax lawdeterminations made in good faith.

Code Section 409A. Notwithstanding any other provision in this Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under this Agreement, it is the general intention of the Company that such benefits will, to the extent practicable, comply with, or be exempt from, Code Section 409A, and this Agreement will, to the extent practicable, be construed in accordance therewith. To the maximum extent permitted under Code Section 409A and its corresponding regulations, Severance Payments under this Agreement are intended to meet the requirements of the short-term deferral exemption under Code Section 409A and the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). For purposes of the application of Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), each payment in a series of payments to the Executive will be deemed a separate payment. Deferrals of benefits distributable pursuant to this Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply will not be permitted unless such deferrals follow Code Section 409A. In the event that the Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and Executive is determined to be a “specified employee” (as defined under Code Section 409A), any payment that is deemed to be deferred compensation under Code Section 409A to be made to the Executive upon a separation from service may not be made before the date that is six (6) months after Executive’s separation from service (or death, if earlier). To the extent applicablethat Executive becomes subject to the six (6)-month delay rule, it is intended all payments that would have been made to Executive during the six (6) months following her separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to Executive during the seventh (7th) month following her separation from service, and any remaining payments due will be made in their ordinary course as described in this 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 Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in this Agreement, then such terms, provisions and conditions will, to the extent practicable, be deemed to be made a part of this Agreement, and (ii) terms used in this Agreement will be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that this Agreement and any payment made hereunder shall comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary benefit thereunder will be deemed not to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall then neither the Company’s obligations , the Board, STRM, the Committee nor its or their affiliates designees or agents will be liable to make such reimbursements any participant or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreementperson for actions, and the Employee further acknowledges that, decisions or determinations made in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawgood faith.

Code Section 409A. This award of Performance Units is intended to be exempt from or comply with the applicable requirements of Code Section 409A and shall be administered in accordance with Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if the Performance Units constitute “deferred compensation” under Code Section 409A and the Performance Units become vested and settled upon the Participant’s termination of employment, payment with respect to the Performance Units shall be delayed for a period of six months after the Participant’s termination of employment if the Participant is a “specified employee” as defined under Code Section 409A (as determined by the Committee) and if required pursuant to Code Section 409A. If payment is delayed, the shares of Stock of the Company and accrued cash dividend equivalents shall be distributed within 30 days after the date that is the six-month anniversary of the Participant’s termination of employment. If the Participant dies during the six-month delay, the shares of Stock and accrued cash dividend equivalents shall be distributed in accordance with the Participant’s will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this award of Performance Units may only be made in a manner and upon an event permitted by Code Section 409A, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under Code Section 409A, if required pursuant to Code Section 409A. To the extent applicable, it is intended that any provision of this Agreement and any payment made hereunder shall comply would cause a conflict with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof administration of the Performance Units to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with requirements of Code Section 409A, which amendment may such provision shall be retroactive deemed null and void to the extent permitted by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. applicable law. In no event may shall the EmployeeParticipant, directly or indirectly, designate the calendar year of any payment to be made under this Agreementpayment. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with If the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder Performance Units constitute “deferred compensation” under Code Section 409A and any similar sections payment is subject to the execution of state tax law.a Release, and if such payment could be made in more than one taxable year, payment shall be made in the later taxable year, if required by Code Section 409A. [Signature Page Follows]

Code Section 409A. To the extent applicable, it is intended that this Agreement and any payment made hereunder shall be exempt from or comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. . Any provision that would cause the Agreement or any payment hereof to fail to be exempt from or satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A409A. Without limiting the generality of the foregoing: (i) for all purposes under this Agreement, which amendment may reference to Executive’s “termination of employment” (and corollary terms) with the Company shall be retroactive construed to refer to Executive’s “separation from service” (as determined under Treasury Regulation Section 1.409A-1(h), as uniformly applied by the Company) with the Company; and (ii) to the extent permitted by Code Section 409A. Each payment that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participated during the term of Executive’s employment under this Agreement shall be treated as or thereafter provides for a separate payment for purposes “deferral of compensation” within the meaning of Code Section 409A. In no event may 409A of the EmployeeCode, directly (x) the amount eligible for reimbursement or indirectly, designate the payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (y) subject to any shorter time periods provided in any expense reimbursement policy of the Company, any reimbursement or payment to of an expense under such plan or arrangement must be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made on or provided in accordance with before the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end last day of the calendar year next following the calendar year in which the applicable fees and expenses were expense was incurred; (ii) . In the amount event that Executive is, at the Date of in-kind benefits that Termination, a “specified employee” within the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors meaning of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections related regulations, no amount which is nonqualified deferred compensation subject to such Code Section and regulations shall be paid to Executive prior to the date which is six (6) months after Executive’s separation from service. If the payments are delayed as a result of state tax lawthe previous sentence, than 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), 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, plus interest credited form the date of Executive’s separation from service to the date of payment at the "applicable federal rate” provided for in Section 7872(f)(2)(A) of the Code in effect as of the date of such separation from service.

Code Section 409A. To the extent applicable, it is intended The parties agree that this Agreement and any payment made hereunder shall be interpreted to comply with the requirements of or be exempt from Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service Code (collectively “Code Section 409A”), provided that for the avoidance and all provisions of doubt, this provision Agreement shall not be construed to require in a gross-up payment in respect of manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event whatsoever will Company be liable for any taxesadditional tax, interest or penalties that may be imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy under Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary any damages for failing to comply with Code Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of 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.” If Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee, and (ii) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 9(a) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, which amendment may be retroactive Employee’s right to the extent permitted by Code Section 409A. Each payment under receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made or provided in accordance with within thirty (30) days following the requirements date of Code Section 409Atermination”), including, without limitation, that (i) in no event the actual date of payment within the specified period shall reimbursements by be within the Company under this Agreement be made later than the end sole discretion of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax law.

Code Section 409A. To the extent applicable, it is intended that this This Agreement and shall be interpreted to avoid any penalty sanctions under Code section 409A. If any payment or benefit cannot be provided or made hereunder at the time specified herein without incurring sanctions under Code section 409A, then such benefit or payment shall comply with be provided in full at the requirements of Section earliest time thereafter when such sanctions shall not be imposed. The Employee shall be solely responsible for any tax imposed under Code section 409A of and in no event shall the Code, Company or an exemption or exclusion therefrom and the Bank have any related regulations or other guidance promulgated liability with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxestax, interest or penalties other penalty imposed on the Employee as a result under Code section 409A. For purposes of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each each payment made under this Agreement shall be treated as a separate payment for purposes and the right to a series of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made installment payments under this AgreementAgreement shall be treated as a right to a series of separate payments. All reimbursements and in-in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section section 409A, including, without limitationwhere applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; Agreement), (ii) the amount of in-expenses eligible for reimbursement, or in kind benefits that the Company is obligated to pay or provide in any given provided, during a calendar year shall may not affect the in-expenses eligible for reimbursement, or in kind benefits that the Company is obligated to pay or provide be provided, in any other calendar year; , (iii) the Employee’s right to have reimbursement of an eligible expense shall be made on or before the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. The Employee’s termination of employment under the Agreement shall be interpreted in a manner consistent with the separation from service rules under Code section 409A. In no event shall Employee, directly or indirectly, designate the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors calendar year of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawpayment.

Code Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the Code and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with Executive’s termination of employment constitute deferred compensation subject to Section 409A, and Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from Executive’s separation from service from the Company or (ii) the date of Executive’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive including, without limitation, the additional tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between Executive’s termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent applicable, it is intended that any provision of this Agreement and is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment made hereunder under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall comply with be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the requirements Treasury Regulations. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, or an exemption or exclusion therefrom and the amount of any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury expenses eligible for reimbursement, or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement benefit, in one calendar year shall be made not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or provided in accordance with the requirements of Code Section 409Aother aggregate limitation applicable to medical expenses), including, without limitation, that (i) in no event shall reimbursements by any expenses be reimbursed after the Company under this Agreement be made later than the end last day of the calendar year next following the calendar year in which the applicable fees Executive incurred such expenses, and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall any right to reimbursement or the Company’s obligations to make such reimbursements or to provide such provision of any in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised benefit be subject to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation liquidation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including exchange for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawanother benefit.

Code Section 409A. To the extent applicable, it is intended The Company and Executive agree that this Agreement and any payment made the rights granted to Executive hereunder shall comply with are intended to meet the requirements of paragraphs (2), (3) and (4) of Section 409A(a)(1)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”). Accordingly, the parties agree that they shall negotiate in good faith to revise any provisions of this Agreement that might otherwise fail to meet the requirements of paragraphs (2), (3) and (4) of Section 409A of Code. However, the CodeCompany does not guarantee any particular tax effect of payments under this Agreement, and in no event shall the Company have any obligation to “gross-up” or an exemption or exclusion therefrom and any related regulations or other guidance promulgated otherwise compensate Executive with respect to any tax effect of payments under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section by the U.S. Department 105(b) of the Treasury Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision in-kind benefits shall not be construed subject to require a gross-up payment liquidation or exchange for another benefit. “Termination of employment,” or words of similar import, as used in respect this Agreement means, for purposes of any taxes, interest or penalties imposed on the Employee as a result payments under this Agreement that are payments of Code Section 409A. Any provision that would cause the Agreement or any payment hereof deferred compensation subject to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Executive’s “separation from service” as defined in Section 409A. Each payment For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. If Executive is deemed on the date of termination of employment to be a “specified employee” within the meaning of Section 409A of the Code, then with regard to the payment for purposes of Code Section 409A. In no event may or the Employee, directly or indirectly, designate the calendar year provision of any benefit that is considered nonqualified deferred compensation under Section 409A of the Code payable on account of a “separation from service,” such payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement or benefit shall not be made or provided in accordance with until the requirements date which is the earlier of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end expiration of the calendar year next following six (6) month period measured from the calendar year in which the applicable fees date of such separation from service and expenses were incurred; (ii) the amount date of in-kind Executive’s death. Upon the expiration of the foregoing delay period, all payments and benefits that so delayed shall be paid or provided or reimbursed in a lump sum. In the Company is obligated to pay or provide in any given calendar year shall not affect event of a conflict between the in-kind benefits that terms of this Section 16 and the Company is obligated to pay or provide in terms of any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth provision in this AgreementAgreement relating to payment timing, including, without limitation, any representation with respect to the consequences or characterization (including for purpose terms of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code this Section 409A and any similar sections of state tax law16 shall control.

Code Section 409A. To the extent applicable, it This Agreement is intended that this Agreement and any payment made hereunder shall to comply with the requirements of Section 409A of the Code, Code or an exemption or exclusion therefrom and any related regulations or other guidance promulgated shall in all respects be administered in accordance with respect to such Section by the U.S. Department 409A of the Treasury Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive's other compensation, to be exempt from or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with the requirements of Section 409A of the Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. 409A of the Code. In no event may the EmployeeExecutive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within thirty (30) calendar days after the date of the Executive's death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Code Section 409A409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s 's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s Executive's remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors lifetime (or if longer, through the twentieth (20th) anniversary of the Employee’s choice prior Effective Date). Prior to executing a “change of control” but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the Employee further acknowledges thatvalue of the payments to the Executive, in entering into order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code. Notwithstanding any other provision of this Agreement, he has not relied upon in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) or 4(b)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth delayed payment at the applicable federal rate provided for in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reportingSection 7872(f)(2)(A) of the payment Code, on the first business day which is more than six (6) months following the Date of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawTermination.

Code Section 409A. To This Agreement and the extent applicable, it is intended that amounts payable and other benefits provided under this Agreement and any payment made hereunder shall are intended to comply with the requirements of with, or otherwise be exempt from, Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service Code (“Code Section 409A”), provided that for after giving effect to the avoidance exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of doubtthis Agreement is found not to comply with, this provision shall or otherwise not be construed exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to require a gross-up payment be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in respect of any taxesexercising its discretion under this Section 6, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Board shall modify this Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. necessary. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Code Section 409A. In no event may the EmployeeWith respect to any reimbursement of expenses of, directly or indirectly, designate the calendar year any provision of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided to, the Executive, as specified under this Agreement Agreement, such reimbursement of expenses or provision of in-kind benefits shall be made or provided in accordance with subject to the requirements of Code Section 409A, including, without limitation, that following limitations: (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any given calendar one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any other calendar taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred and (iii) the Employee’s right to have the Company pay reimbursement or provide such reimbursements and in-kind benefits may benefit shall not be liquidated subject to liquidation or exchanged exchange for any other another benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors If a payment obligation under this Agreement arises on account of the Executive’s termination of employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be payable only after the Executive’s Separation from Service; provided, however, that if the Executive is a Specified Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates payment that is not expressly set forth in this Agreement, including, scheduled to be paid within six months after such Separation from Service shall accrue without limitation, any representation with respect to interest and shall be paid on the consequences or characterization (including for purpose of tax withholding and reporting) first day of the payment seventh month beginning after the date of any compensation the Executive’s Separation from Service or, if earlier, within fifteen days after the appointment of the personal representative or benefits hereunder under Code Section 409A and any similar sections executor of state tax lawthe Executive’s estate following her death.

Code Section 409A. To the extent applicable, it The Agreement is intended that this Agreement and any payment made hereunder shall to comply with the requirements of Section 409A of the Code, Code or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. therefrom. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. 409A of the Code. In no event may the EmployeeExecutive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Code Section 409A409A of the Code, including, without limitation, including that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the EmployeeExecutive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the EmployeeExecutive’s remaining lifetimelifetime or if longer, through August 19, 2030. The Employee acknowledges that he has been advised to consult with an attorney To the extent the Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance promulgated thereunder and any elections made by the Company in accordance therewith, notwithstanding the timing of payment provided in any other advisors Section of the Employee’s choice prior to executing this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be payable, distributable or settled during the six-month period after separation from service, will be made during such six- month period, and any such payment, distribution or benefit will instead be paid, distributed or settled on the Employee further acknowledges thatfirst business day after such six-month period; provided that if the Executive dies following the Date of Termination and prior to the payment, in entering into this Agreementdistribution, he has not relied upon settlement or provision of the any representation payments, distributions or statement made by any agent benefits delayed on account of Section 409A of the Code, such payments, distributions or benefits shall be paid or provided to the personal representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) Executive’s estate within 30 days after the date of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax lawExecutive’s death.

Code Section 409A. To the extent applicable, it This Agreement is intended that this Agreement and any payment made hereunder shall to comply with the requirements of with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or an exemption or exclusion therefrom and shall be interpreted consistent therewith and without resulting in any related regulations or other guidance promulgated with respect to such Section increase in the amounts owed hereunder by the U.S. Department Company. Notwithstanding any other provision of this Agreement to the Treasury contrary, if Executive is a "specified employee" within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Executive’s "separation from service" (within the Internal Revenue Service (“meaning of Code Section 409A”), provided that for the avoidance of doubt, then such payment or benefit required under this provision Agreement shall not be construed paid (or commence) during the six-month period immediately following Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to require Executive in a grosslump-up sum payment in respect of any taxes, interest or penalties imposed on the Employee as earlier of (i) the first regular payroll date of the seventh month following Executive’s separation from service or (ii) the 10th business day following Executive’s death. If Executive’s termination of employment hereunder does not constitute a result "separation from service" within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Executive’s employment and which are subject to Code Section 409A shall not be paid until Executive has experienced a "separation from service", or other permitted payment event, within the meaning of Code Section 409A. Any provision that would cause In addition, to the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with extent required by Code Section 409A, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and (except as otherwise provided in Section 5(f) hereof) the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which amendment may Executive is entitled hereunder shall be retroactive to made no later than the extent permitted by last day of the calendar year following the calendar year in which such expenses were incurred. Each severance installment contemplated under Section 7 hereof or other payment of “deferred compensation” (under Code Section 409A. Each payment under this Agreement 409A) shall be treated as a separate payment for purposes in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Neither the Company nor any of its affiliates shall have any liability or obligation to Executive in the event that this Agreement does not comply with, or is not exempt from, Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax law.409A.

Code Section 409A. To the extent applicable, it This Agreement is intended that to comply with, or be exempt from, Code Section 409A and shall be interpreted consistent therewith and without resulting in any increase in the amounts owed hereunder by the Company. Notwithstanding any other provision of this Agreement and any payment made hereunder shall comply with to the requirements contrary, if Recipient is a "specified employee" within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Recipient’s "separation from service" (within the meaning of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that for the avoidance of doubt, then such payment or benefit required under this provision Agreement shall not be construed to require a grosspaid (or commence) during the six-up payment month period immediately following Recipient’s separation from service except as provided in respect of the immediately following sentence. In such an event, any taxes, interest payments or penalties imposed on the Employee as a result of Code Section 409A. Any provision benefits that would cause the Agreement otherwise have been made or any payment hereof to fail to satisfy provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall have no force instead be paid to Recipient in a lump-sum cash payment on the earlier of (i) the first regular payroll date of the seventh month following the month in which the Recipient’s separation from service occurs or effect until amended in (ii) the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to 10th business day following Recipient’s death. If Recipient’s termination of employment hereunder does not constitute a "separation from service" within the extent permitted by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements meaning of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end then any amounts payable hereunder on account of the calendar year next following the calendar year in a termination of Recipient’s employment and which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated are subject to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A shall not be paid until Recipient has experienced a "separation from service", or other permitted payment event, within the meaning of Code Section 409A. If the 60 day Release period covers two taxable years, then to the extent required by Code Section 409A, any portion of the Aggregate Settlement Amount that otherwise would be paid in such first taxable year instead shall be withheld and paid in such second taxable year. Neither the Company nor any similar sections of state tax law.its Subsidiaries or affiliates shall have any liability or obligation to Recipient in the event that this Agreement does not comply with, or is not exempt from, Code Section 409A.

Code Section 409A. To the extent applicable, it is intended that The Restricted Stock Unit Award and payments made pursuant to this Agreement and any payment made hereunder shall comply with the requirements of Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the Code, or an exemption or exclusion therefrom and United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury provision in this Agreement or the Internal Revenue Service (“Code Section 409A”)Plan, provided that for the avoidance of doubtCompany, this provision to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be construed required, to require a gross-up payment in respect of any taxes, interest unilaterally amend or penalties imposed on modify this Agreement and/or the Employee as a result of Code Section 409A. Any provision Plan so that would cause the Agreement Restricted Stock Units granted to the Participant qualify for exemption from or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A; provided, which amendment may however, that the Company makes no representations that the Restricted Stock Units shall be retroactive exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the extent permitted Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may 409A, including the Employee, directly or indirectly, designate the calendar year tax treatment of any payment to be amount paid or payable or Award made under this Agreement. All reimbursements , and in-kind benefits provided neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement shall Agreement. If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or provided within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees original vesting and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly issuance schedule set forth in this Agreement, including, without limitation, any representation with respect to but if and only if such delay in the consequences or characterization (including for purpose of tax withholding and reporting) issuance of the payment shares is necessary to avoid the imposition of any compensation or benefits hereunder taxation under Code Section 409A and any similar sections 409A. Each installment of state tax lawshares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Code Section 409A. To This Agreement and the extent applicable, it is intended that amounts payable and other benefits provided under this Agreement and any payment made hereunder shall are intended to comply with the requirements of with, or otherwise be exempt from, Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service Code (“Code Section 409A”), provided that for after giving effect to the avoidance exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of doubtthis Agreement is found not to comply with, this provision shall or otherwise not be construed exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Board and without requiring the Executive’s consent, in such manner as the Board determines to require a gross-up payment be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in respect of any taxesexercising its discretion under this Section 12, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Board shall modify this Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. and without reducing any payment or benefit due under this Agreement. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Code Section 409A. In no event may the EmployeeWith respect to any reimbursement of expenses of, directly or indirectly, designate the calendar year any provision of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided to, the Executive, as specified under this Agreement Agreement, such reimbursement of expenses or provision of in-kind benefits shall be made or provided in accordance with subject to the requirements of Code Section 409A, including, without limitation, that following limitations: (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any given calendar one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits that the Company is obligated to pay or provide provided in any other calendar taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred and (iii) the Employee’s right to have the Company pay reimbursement or provide such reimbursements and in-kind benefits may benefit shall not be liquidated subject to liquidation or exchanged exchange for another benefit. If a payment obligation under this Agreement arises on account of a Change in Control or the Executive’s termination of employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be payable only if the Change in Control constitutes a Control Change Event or after the Executive’s Separation from Service; provided, however, that if the Executive is a Specified Employee, any other benefit; such payment that is scheduled to be paid within six months after such Separation from Service shall accrue without interest and (iv) in no event shall be paid on the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors first day of the Employee’s choice prior to executing this Agreement, and seventh month beginning after the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) date of the payment Executive’s Separation from Service or, if earlier, within fifteen days after the appointment of any compensation the personal representative or benefits hereunder under Code Section 409A and any similar sections executor of state tax lawthe Executive’s estate following the Executive’s death.

Code Section 409A. To the extent applicable, it It is intended that any amounts payable under this Agreement and any payment made the Company's and Executive's exercise of authority or discretion hereunder shall comply with the requirements of Code Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of (including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive to the payment of any interest or additional tax imposed under Code Section 409A. To the Internal Revenue Service extent any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax. Notwithstanding the foregoing, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A and the rules and regulations thereunder (“Code Section 409A”), provided that for if Executive is a “specified employee” (as defined under Section 409A) as of the avoidance date of doubthis “separation from service” (as defined under Section 409A) from the Company, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or then any payment hereof of benefits scheduled to fail be paid by the Company to satisfy Executive during the first six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation under Code Section 409A shall have not be paid until the earlier of (a) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” and (b) the date of Executive’s death. All payments and benefits that are delayed pursuant to the immediately preceding sentence shall be paid to Executive in a lump sum as soon as practicable following the expiration of such period (or if earlier, upon Executive’s death) but in no force or effect until amended event later than thirty (30) days following such period. To the extent required in the least restrictive manner necessary order to comply with Code avoid accelerated taxation and/or tax penalties under Section 409A, which amendment may no amount or benefit that is payable upon a termination of employment or services from the Company shall be retroactive to payable unless such termination also meets the extent permitted by Code requirements of a “separation from service” under Section 409A. Each payment payment, including each installment payment, made under this Agreement shall be treated designated as a “separate payment for purposes payment” within the meaning of Code Section 409A. In no event may As such, and to the Employeeextent applicable and permissible under Section 409A, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement each such “separate payment” shall be made or provided in accordance a manner so as to satisfy Section 409A and Treasury Regulations promulgated thereunder, including the provisions which exempt certain compensation from Section 409A, including but not limited to Treasury Regulations Section 1.409A-1(b)(4) regarding payments made within the applicable 2 ½ month period and Section 1.409A-1(b)(9)(iii) regarding payments made only upon an involuntary separation from service. In addition, the parties shall cooperate fully with the requirements of Code one another to ensure compliance with Section 409A, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated adopting amendments to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated arrangements subject to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect to the consequences or characterization (including for purpose of tax withholding and reporting) of the payment of any compensation or benefits hereunder under Code Section 409A and any similar sections of state tax law.operating such arrangements in compliance with Section 409A.

Code Section 409A. To the extent applicable, it is intended that any provision of this Agreement and any payment made hereunder shall comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and any related regulations or other guidance promulgated with respect to such Section action by the U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”), provided that Company would subject Executive to liability for the avoidance of doubt, this provision shall not be construed to require a gross-up payment in respect of any taxes, interest or penalties imposed on the Employee as a result of Code Section 409A. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended in the least restrictive manner necessary to comply with additional taxes under Code Section 409A, which amendment may it shall be retroactive deemed null and void, to the extent permitted by law and deemed advisable by the Company. Payments under this agreement are intended to be exempt from Code Section 409A. Each payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may the Employee409A, directly or indirectlyand, designate the calendar year of any payment if not exempt, to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance compliant with the requirements of Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, to the extent any payments are part of a plan or agreement that is subject to Code Section 409A and such payments are payable on termination of employment (or other similar concept), such payments shall only be made if the payment triggering event also constitutes a “separation from service” within the meaning of Code Section 409A. In addition, if (A) the Company has any class of equity securities traded on a stock exchange and (B) Executive is a “specified employee” (as that phrase is used for purposes of Code Section 409A) as of the date of Executive’s “separation from service,” any payment that is subject to Code Section 409A and is payable by reason of Executive’s “separation from service,” such payment shall not be made prior to the first day of the seventh (7th) calendar month following the date of Executive’s “separation from service” or the date of Executive’s death, if earlier. For purposes of Code Section 409A, includingall installment payments of deferred compensation made hereunder, without limitationor pursuant to another plan or arrangement, that (i) in no event shall be deemed to be separate payments. To the extent any reimbursements by the Company or in-kind benefit payments under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated are subject to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Company pay or provide Code Section 409A, such reimbursements and in-kind benefits benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Employee’s remaining lifetime. The Employee acknowledges that he has been advised to consult with an attorney and any other advisors of the Employee’s choice prior to executing this Agreement, and the Employee further acknowledges that, in entering into this Agreement, he has not relied upon any representation or statement made by any agent or representative of Company or its affiliates that is not expressly set forth in this Agreement, including, without limitation, any representation with respect amended to the consequences or characterization extent necessary (including for purpose retroactively) by the Company to avoid the application of tax withholding and reporting) of the payment of any compensation taxes or benefits hereunder interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A and or any similar sections other provision of state tax lawthe Code.