Common use of Code Section 409A Clause in Contracts

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement is intended to (including all attachments, exhibits and annexes) be exempt from or comply with the requirements of Section 409A of the CodeInternal Revenue Code of 1986, and to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and construed consistently be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A, Executive shall not be considered to have terminated employment with such intent. The payments the Employer for purposes of this Agreement, and no payment shall be due to Executive under this Agreement, until Executive would be considered to have incurred a “separation from service” from the Employer within the meaning of Code Section 409A. Each amount to be paid or benefit to be provided to Executive pursuant to this Agreement are also intended that constitutes deferred compensation subject to be exempt from Code Section 409A shall be construed as a separate identified payment for purposes of the Code Section 409A. Notwithstanding anything to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision contrary in this Agreement, to the extent that any payments hereunder constitutes nonqualified deferred compensation, within to be made to the meaning Executive upon his or her separation from service would result in the imposition of Section 409A, and Executive is a specified employee (within the meaning of any individual penalty tax imposed under Code Section 409A of the Code) as of the date by reason of Executive’s separation from service, each such status as a “specified employee,” the payment that is payable upon Executive’s separation from service and would have been paid prior to shall instead be made on the six-month anniversary of Executive’s separation from service, shall be delayed until first business day after the earlier to occur of (i) the first day of the seventh month date that is six months following Executive’s such separation from service or and (ii) the date of Executive’s death. Any To the extent that the Agreement provides for the reimbursement payable to Executive pursuant to this Agreement of specified expenses incurred by the Executive, such reimbursement shall be conditioned on made in accordance with the submission by Executive provisions of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reportsthe Agreement, but in no event later than the last day of the calendar Executive’s taxable year following the calendar taxable year in which Executive incurred the reimbursable expenseexpense was incurred. Any The amount of expenses eligible for reimbursement, reimbursement or in-kind benefit provided, during a calendar benefits provided by the Employer in any taxable year of the Executive shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit benefits to be provided, during reimbursed or provided in any other calendar year. The right year (except in the case of maximum benefits to any be provided under a medical reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefitarrangement, if applicable).

Code Section 409A. This Agreement is intended to comply with meet the requirements of Section 409A of the Code, and shall be interpreted and construed consistently consistent with such that intent. The payments to Executive pursuant to this Agreement are also Each payment provided hereunder, whether part of the Severance Benefit or otherwise, is intended to be exempt from a separate payment for purposes of Section 409A of the Code Code, including Treasury Regulation 1.409A-2(b)(2). All payments of nonqualified deferred compensation subject to the maximum extent possible, under either the separation pay exemption pursuant Section 409A to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive be made upon a termination of employment under this Agreement shall may only be considered a separate payment. In made upon the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of (a “Separation from Service”). Notwithstanding anything to the date of Executive’s separation from servicecontrary in this Agreement, each such payment that is no compensation or benefits, including without limitation any severance payments or benefits payable upon Executive’s separation from service and would have been under Section 5.3, shall be paid prior to the Executive during the six-month anniversary of period following the Executive’s separation Separation from serviceService if the Corporation determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, shall be delayed until the earlier to occur of (i) then on the first day of the seventh month following Executive’s separation from service or (ii) the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death. Any reimbursement ), the Corporation shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive pursuant during such period. To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be conditioned made on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than or before the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expenserelevant expense or benefit is incurred. Any The amount of expenses or benefits eligible for reimbursement, payment or in-kind benefit provided, provision during a calendar year shall not affect the amount of expenses or benefits eligible for reimbursement, payment or in-kind benefit to be provided, during provision in any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This It is the intent of this Agreement is intended to either meet an exception from or to comply with the requirements of Section 409A of the CodeInternal Revenue Code of 1986, as amended, and shall be interpreted any rulings and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of regulations promulgated thereunder (collectively, the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4“Code”), and for such purposes, each payment any ambiguities herein will be so interpreted and this agreement will be so administered. References to Executive under a termination of employment in Section 7 of this Agreement shall be considered mean the date of a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “"separation from service," within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A of the Code. Notwithstanding any other provision in that would otherwise have been payable under this AgreementAgreement as a result of, to the extent any payments hereunder constitutes nonqualified deferred compensation, and within the meaning first six (6) months following, the Executive’s "separation from service" and not by reason of another event under Section 409A409A(a)(2)(A), will become payable six (6) months and Executive is a specified employee one (within the meaning of Section 409A of the Code1) as of day following the date of Executive’s separation from service, each such payment that is payable upon the Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from serviceor, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) if earlier, the date of Executive’s death. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of section 409A. Any reimbursement payment by the Company of such amount shall include a “gross-up” payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive’s taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this agreement will not result in additional taxation of the Executive pursuant to this Agreement shall be conditioned on the submission by Executive provisions of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day section 409A of the calendar year following code. The Executive agrees that he will not withhold his consent under this Section 20 if the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall proposed amendment does not materially adversely affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to Executive’s rights under this Agreement shall not be subject to liquidation or exchange for any other benefitagreement.

Code Section 409A. This Agreement is intended to comply with the requirements For purposes of Section 409A of the Code, the regulations and shall be interpreted other guidance there under and construed consistently with such intent. The payments to Executive any state law of similar effect (collectively “Section 409A”), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. Further (i) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or benefits, are also considered deferred compensation under Section 409A, will be paid or otherwise provided until Executive has had a “separation from service” within the meaning of Section 409A, (ii) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §Regulation Section 1.409A-1(b)(9)(iii) will be paid or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to otherwise provided until Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (has had an “409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “involuntary separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is (iii) in the case of (i) and (ii), any reference in this Agreement to “termination” or “termination of employment” or any similar term shall be construed to mean a specified employee (“separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the Code) as payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive’s termination under this Agreement and provided on or before the 15th day of the date 3rd month following the end of Executive’s separation from service, each such payment that is payable upon first tax year in which Executive’s separation from service and would have been paid prior to termination occurs or, if later, the six-15th day of the 3rd month anniversary following the end of the Company’s first tax year in which Executive’s separation from servicetermination occurs, shall be delayed until exempt from Section 409A to the earlier maximum extent permitted pursuant to occur of (iTreasury Regulation Section 1.409A-1(b)(4) the first day of the seventh month following and any additional payments or benefits provided in connection with Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to termination under this Agreement shall be conditioned on exempt from Section 409A to the submission by Executive of all expense reports reasonably required by Employer under maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any applicable expense reimbursement policy, and shall event be paid to Executive within 30 days following receipt of such expense reports, but in provided no event later than the last day of Executive’s 2nd taxable year following the taxable year in which Executive’s termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in connection with Executive’s termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Executive is, at the time of Executive’s termination, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such payment or benefit will not be provided until the first regularly scheduled payroll date that occurs on or after the date six (6) months and one (1) day following Executive’s termination and, on such date (or, if earlier, another date that occurs as soon as practicable after Executive’s death), Executive will receive all payments and benefits that would have been provided during such period in a single lump sum, if applicable. In addition, notwithstanding any other provision herein to the contrary, to the extent that any reimbursements or in-kind benefits under this Agreement or otherwise constitute non-exempt “nonqualified deferred compensation” within the meaning of Section 409A, then any such reimbursements and/or benefits (i) shall be made or provided promptly but no later than December 31st of the calendar year following the calendar year in which Executive the expense was incurred by Executive, (ii) shall not in any way affect the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant benefits to this Agreement be provided in any other calendar year, and (iii) shall not be subject to liquidation or exchange for any other another benefit.

Code Section 409A. This Agreement Although the Company does not guarantee the tax treatment of any payments or benefits provided under this Agreement, it is intended to that this Agreement will comply with the requirements of with, or be exempt from, Section 409A of to the Codeextent the Agreement (or any benefit or payment provided hereunder) is subject thereto, and the Agreement shall be interpreted and construed consistently on a basis consistent with such intent. The Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered non-qualified deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six-month period measured from the date of Executive’s “separation from service,” or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments to Executive and benefits delayed pursuant to this Agreement are also intended to Section 6.15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) paid or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment reimbursed to Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be considered a separate paymentpaid or provided in accordance with the normal payment dates specified for them herein. In the event the terms Notwithstanding any provision of this Agreement would subject Executive to taxes the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or penalties benefits upon or following a termination of employment that are considered deferred compensation under Section 409A of the Code (“409A Penalties”)409A, the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference references to Executive’s “termination of employment” such term (and similar terms corollary terms) with the Company shall be deemed construed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Treas. Reg. Section 409A 1.409A-1(h)) with the Company. With respect to any reimbursement or in-kind benefit arrangements of the Code) Company and its affiliates that constitute deferred compensation for purposes of Section 409A, except as of otherwise permitted by Section 409A, the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, following conditions shall be delayed until the earlier to occur of applicable: (i) the first day of amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the seventh month following Executive’s separation from service amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (provided, that, this clause (i) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect), (ii) the date of Executive’s death. Any any reimbursement payable to Executive pursuant to this Agreement shall must be conditioned made on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than or before the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursementexpense was incurred, or in-kind benefit provided, during a calendar year shall not affect and (iii) the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall benefits is not be subject to liquidation or exchange for another benefit. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Notwithstanding anything herein, Executive shall be responsible for payment of any other benefit.applicable personal tax liabilities associated with the receipt of income or benefits pursuant to this Agreement. [The remainder of this page intentionally blank]

Code Section 409A. This Certain compensation and benefits payable under this Agreement is are intended to comply with be exempt from the requirements of Section 409A of the CodeInternal Revenue Code of 1986, as amended, and shall be interpreted regulations and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from other official guidance thereunder (“Code Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as 409A” including without limitation applicable exclusions first for short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4and then for separation pay arrangements), and for such purposes, each payment any other compensation and payments are intended to Executive under comply with Code Section 409A. The provisions of this Agreement shall be considered construed and interpreted in a separate payment. In manner that compensation and benefits are either exempt from or compliant with the event the terms application of this Agreement would subject Code Section 409A, and which does not result in additional tax or interest to Executive to taxes or penalties under Code Section 409A of the Code (“409A Penalties”)409A; provided, however, the Company and shall not have any liability to reimburse Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable liabilities under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A of the Code. 409A. Notwithstanding any other provision in of this Agreement, Agreement to the extent any payments hereunder constitutes nonqualified deferred compensationcontrary, within the meaning if upon Executive’s termination of Section 409A, and employment Executive is a specified employee (within the meaning of employee, as defined in Code Section 409A 409A(a)(2)(B), and if any portion of the Code) as of the date of Executive’s separation from service, each such payment that is payable payments or benefits to be received by Executive upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from servicebe considered deferred compensation under Code Section 409A, then such payments shall be delayed until the earlier to occur earliest of (ia) the first day of the seventh month following date that is at least six months after Executive terminates employment for reasons other than Executive’s separation from service or death, (iib) the date of Executive’s death. Any reimbursement payable , or (c) any earlier specified date that does not result in additional tax or interest to Executive pursuant to this Agreement shall be conditioned on under Code Section 409A. As soon as practicable after the submission by Executive expiration of all expense reports reasonably required by Employer under any applicable expense reimbursement policysuch period, and the entire amount of the delayed payments shall be paid to Executive within 30 days following receipt in a single lump sum. For purposes of such expense reportsthis Agreement, but in no event later than references to a termination of employment shall be construed consistently with the last day definition of the calendar year following the calendar year in which Executive incurred the reimbursable expensea “separation from service” under Code Section 409A and each payment under this Agreement shall be treated as a separate payment. Any amount of expenses eligible for reimbursement, With respect to any taxable reimbursements or in-kind benefit providedbenefits provided for under this Agreement or otherwise payable to Executive, during a calendar the Company (a) shall make all such reimbursements no later than Executive’s taxable year shall not affect following the taxable year in which the expense was incurred, (b) the amount of expenses eligible for reimbursement, or in-kind benefit benefits provided, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, during in any other calendar year. The , and (c) the right to any reimbursement or in-kind benefit pursuant to this Agreement benefits shall not be subject to liquidation or exchange for any other benefitbenefits. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section l.409A-2(b)(2) of the Treasury Regulations.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive Employee pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive Employee under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive Employee to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive Employee shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement that constitute a deferral of compensation within the meaning of Section 409A of the Code are payable by reference to ExecutiveEmployee’s “termination of employment,” such term and similar terms shall be deemed to refer to ExecutiveEmployee’s Separation from Service. Employee hereby agrees to be bound by the Company’s determination of its “separation from service,specified employees” within (as such term is defined in Section 409A of the meaning Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment that is conditioned upon Employee’s execution of a release and Executive that is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Employee is a specified employee (within the meaning of Section 409A of the Code) as of the date of ExecutiveEmployee’s separation Separation from serviceService, each such payment that is payable upon ExecutiveEmployee’s separation Separation from service Service and would have been paid prior to the six-month anniversary of ExecutiveEmployee’s separation Separation from serviceService, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following ExecutiveEmployee’s separation Separation from service or Service and (iiB) the date of ExecutiveEmployee’s death. Any reimbursement payable to Executive Employee pursuant to this Agreement shall be conditioned on the submission by Executive Employee of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive Employee within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive Employee incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement Although the Company does not guarantee the tax treatment of any payments or benefits provided under this Agreement, it is intended to that this Agreement will comply with the requirements of with, or be exempt from, Section 409A of to the Codeextent the Agreement (or any benefit or payment provided hereunder) is subject thereto, and the Agreement shall be interpreted and construed consistently on a basis consistent with such intent. The Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered non-qualified deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six-month period measured from the date of Executive’s “separation from service,” or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments to Executive and benefits delayed pursuant to this Agreement are also intended to Section 6.15 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) paid or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment reimbursed to Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be considered a separate paymentpaid or provided in accordance with the normal payment dates specified for them herein. In the event the terms Notwithstanding any provision of this Agreement would subject Executive to taxes the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or penalties benefits upon or following a termination of employment that are considered deferred compensation under Section 409A of the Code (“409A Penalties”)409A, the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference references to Executive’s “termination of employment” such term (and similar terms corollary terms) with the Company shall be deemed construed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Treas. Reg. Section 409A 1.409A-1(h)) with the Company. With respect to any reimbursement or in-kind benefit arrangements of the Code) Company and its Affiliates that constitute deferred compensation for purposes of Section 409A, except as of otherwise permitted by Section 409A, the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, following conditions shall be delayed until the earlier to occur of applicable: (i) the first day of amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the seventh month following Executive’s separation from service amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (provided, that, this clause (i) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect), (ii) the date of Executive’s death. Any any reimbursement payable to Executive pursuant to this Agreement shall must be conditioned made on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than or before the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursementexpense was incurred, or in-kind benefit provided, during a calendar year shall not affect and (iii) the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall benefits is not be subject to liquidation or exchange for another benefit. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Notwithstanding anything herein, Executive shall be responsible for payment of any other benefitapplicable personal tax liabilities associated with the receipt of income or benefits pursuant to this Agreement.

Code Section 409A. This Agreement is intended to comply shall at all times be interpreted and operated in compliance with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The parties intend that the payments to Executive pursuant to and benefits under this Agreement are also intended to be exempt will qualify for any available exceptions from coverage under Code Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate paymentinterpreted accordingly. In Without limiting the event generality of the terms foregoing and notwithstanding any other provision of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for contrary, (i) with respect to any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts payments and benefits under this Agreement are payable by reference to which Code Section 409A applies, all references in this Agreement to the Termination Date or other termination of Executive’s “termination of employment” such term and similar terms shall be deemed employment are intended to refer to mean Executive’s “separation from service,” within the meaning of Code Section 409A 409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to a series of the Code. Notwithstanding any other provision in installment payments under this Agreement, including, without limitation, under Section 8(a), shall be treated as a right to a series of separate payments, (iii) each such payment that is made within two and one-half (2-1/2) months following the extent any payments hereunder constitutes nonqualified deferred compensation, end of the calendar year that contains the date of the Executive’s Termination Date is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) each such payment that is made later than two and one-half (2-1/2) months following the end of the calendar year that contains the date of the Executive’s Termination Date is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Executive is a “specified employee (employee” within the meaning of Code Section 409A of at the Code) as of the date time of Executive’s separation from service, each such payment then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that is would otherwise be payable upon 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 would have been paid prior to Executive (or, in the six-month anniversary event of Executive’s separation from servicedeath, shall be delayed until to Executive’s estate) in a lump sum on the first business day after the earlier to occur of (i) the first day of the seventh month 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 are subject to Code Section 409A, (i) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the date reimbursement of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall an eligible expense must be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in made no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, expense was incurred; and (iii) the right to reimbursements or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall benefits cannot be subject to liquidation liquidated or exchange exchanged for any other benefit. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company or any of its Affiliates.

Code Section 409A. This Agreement is intended to be exempt from, or comply with with, the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4). For purposes of Section 409A of the Code, and for such purposes, each payment Executive’s right to Executive receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent required to avoid the imposition of additional taxes and penalties under Section 409A of the Code, any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code; provided, however, that a “separation from service” means a separation from service with the Company and all other persons or entities with whom the Company would be considered a single employer under Section 414(b) or 414(c) of the Code, applying the 80% threshold used in such Code sections and the Treasury Regulations thereunder, all within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A409A of the Code, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that constitutes deferred compensation under Section 409A of the Code and is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or (iiB) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.. In no event will Employer be liable for any additional tax, interest or penalties that may be imposed on Executive under Section 409A of the Code or for any damages for failing to comply with Section 409A of the Code

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment that is conditioned upon Executive’s execution of a release and that is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or and (iiB) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, then (A) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (B) if the Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon the Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following the Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to be exempt from, or comply with with, the requirements of Section 409A of the Internal Revenue Code, as amended (the “Code”), and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4). For purposes of Section 409A of the Code, and for such purposes, each payment Executive’s right to Executive receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent required to avoid the imposition of additional taxes and penalties under Section 409A of the Code, any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code; provided, however, that a “separation from service” means a separation from service with the Company and all other persons or entities with whom the Company would be considered a single employer under Section 414(b) or 414(c) of the Code, applying the 80% threshold used in such Code sections and the Treasury Regulations thereunder, all within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A409A of the Code, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that constitutes deferred compensation under Section 409A of the Code and is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or (iiB) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.. In no event will Employer be liable for any additional tax, interest or penalties that may be imposed on Executive under Section 409A of the Code or for any damages for failing to comply with Section 409A of the Code

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to comply shall at all times be interpreted and operated in compliance with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The parties intend that the payments to Executive pursuant to and benefits under this Agreement are also intended to be exempt will qualify for any available exceptions from coverage under Code Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate paymentinterpreted accordingly. In Without limiting the event generality of the terms foregoing and notwithstanding any other provision of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for contrary, (i) with respect to any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts payments and benefits under this Agreement are payable by reference to which Code Section 409A applies, all references in this Agreement to termination of Executive’s “termination of employment” such term and similar terms shall be deemed employment are intended to refer to mean Executive’s “separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, (iii) each such payment that is made within two and one-half (2-1/2) months following the end of the calendar year that contains the date of Executive’s termination is intended to be exempt from Code Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) each such payment that is made later than two and one-half (2-1/2) months following the end of the calendar year that contains the date of Executive’s termination is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Executive is a “specified employee (employee” within the meaning of Code Section 409A of at the Code) as of the date time of Executive’s separation from service, each such payment then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that is would otherwise be payable upon 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 would have been paid prior to Executive (or, in the six-month anniversary event of Executive’s separation from servicedeath, shall be delayed until to Executive’s estate) in a lump sum on the first business day after the earlier to occur of (i) the first day of the seventh month 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 are subject to Code Section 409A, (i) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the date reimbursement of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall an eligible expense must be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in made no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, expense was incurred; and (iii) the right to reimbursements or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall benefits cannot be subject to liquidation liquidated or exchange exchanged for any other benefit.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Section 409A”), and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each . Each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A 409A. In no event may Executive, directly or indirectly, designate the calendar year of the Codeany payment to be made under this Agreement. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code409A) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or (iiB) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer Company under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This All or a portion of the severance pay and severance benefits provided under this Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Code Section 409A and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Code Section 409A. In particular, the Code severance pay and benefits are intended to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as constitute a short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4), a payment or benefit described in paragraphs (b)(9)(iv) and (v) of Treasury Regulation Section 1.409A-1, and/or severance pay due to involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(9)(iii). If a provision of the Agreement would result in the imposition of an applicable tax under Code Section 409A, the parties agree that such provision shall be reformed to the extent permissible under Code Section 409A to avoid imposition of the Codeapplicable tax, with such reformation effected in a manner that has the most favorable tax result to Executive. Notwithstanding any other provision in this Agreement, Agreement to the extent contrary, if (a) Executive is a “specified employee,” as such term is defined in Code Section 409A and the regulations thereunder and (b) any payments hereunder constitutes nonqualified deferred compensation, within the meaning of payment due under this Agreement is subject to Code Section 409A, 409A and is required to be delayed under Code Section 409A because Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from serviceemployee, each such that payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until payable on the earlier to occur of (i) the first business day of the seventh month following that is six months after Executive’s separation Separation from service or Service, (ii) the date of Executive’s death, or (iii) the date that otherwise complies with the requirements of Code Section 409A. This Section shall be applied by accumulating all payments that otherwise would have been paid within six months of Executive’s Separation from Service and paying such accumulated amounts on the earliest business day which complies with the requirements of Code Section 409A. For purposes of determining the identity of specified employees, Employer may establish procedures as it deems appropriate in accordance with Code Section 409A. For purposes of Code Section 409A, each payment amount or benefit due under this Agreement will be considered a separate payment and Executive’s entitlement to a series of payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments. Any reimbursement payable amount that Executive is entitled to be reimbursed under this Agreement will be reimbursed to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under as promptly as practicable and in any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event not later than the last day of the calendar year following after the calendar year in which Executive incurred the reimbursable expense. Any expenses to be reimbursed are incurred, and the amount of the expenses eligible for reimbursement, or in-kind benefit provided, reimbursement during a any calendar year shall will not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during reimbursement in any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to comply shall at all times be interpreted and operated in compliance with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The parties intend that the payments to Executive pursuant to and benefits under this Agreement are also intended to be exempt will qualify for any available exceptions from coverage under Code Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate paymentinterpreted accordingly. In Without limiting the event generality of the terms foregoing and notwithstanding any other provision of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for contrary, (i) with respect to any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts payments and benefits under this Agreement are payable by reference to which Code Section 409A applies, all references in this Agreement to the Termination Date or other termination of Executive’s “termination of employment” such term and similar terms shall be deemed employment are intended to refer to mean Executive’s “separation from service,” within the meaning of Code Section 409A 409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to a series of the Code. Notwithstanding any other provision in installment payments under this Agreement, including, without limitation, under Section 9(a), shall be treated as a right to a series of separate payments, (iii) each such payment that is made within 2-1/2 months following the extent any payments hereunder constitutes nonqualified deferred compensation, end of the calendar year that contains the date of the Executive’s Termination Date is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) each such payment that is made later than 2-1/2 months following the end of the calendar year that contains the date of the Executive’s Termination Date is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Executive is a “specified employee (employee” within the meaning of Code Section 409A of at the Code) as of the date time of Executive’s separation from service, each such payment then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that is would otherwise be payable upon 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 would have been paid prior to Executive (or, in the six-month anniversary event of Executive’s separation from servicedeath, shall be delayed until to Executive’s estate) in a lump sum on the first business day after the earlier to occur of (i) the first day of the seventh month 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 are subject to Code Section 409A, (i) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the date reimbursement of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall an eligible expense must be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in made no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, expense was incurred; and (iii) the right to reimbursements or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall benefits cannot be subject to liquidation liquidated or exchange exchanged for any other benefit.. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Executive or any other individual to the Company or any of its Affiliates

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or (iiB) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. To the extent that the Severance Payment payable hereunder is deemed to be a substitute for a payment provided under another agreement with the Executive, then the Severance Payment payable hereunder shall be paid at the same time and in the same form as such substituted payment to the extent required to comply with Section 409A of the Code.

Code Section 409A. This It is the intent of this Agreement is intended to either meet an exception from or to comply with the requirements of Section 409A of the CodeInternal Revenue Code of 1986, as amended, and shall be interpreted any rulings and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of regulations promulgated thereunder (collectively, the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4“Code”), and for such purposes, each payment any ambiguities herein will be so interpreted and this agreement will be so administered. References to Executive under a termination of employment in Section 7 of this Agreement shall be considered mean the date of a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “"separation from service," within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A of the Code. Notwithstanding any other provision in that would otherwise have been payable under this AgreementAgreement as a result of, to the extent any payments hereunder constitutes nonqualified deferred compensation, and within the meaning first six (6) months following, the Executive’s "separation from service" and not by reason of another event under Section 409A409A(a)(2)(A), will become payable six (6) months and Executive is a specified employee one (within the meaning of Section 409A of the Code1) as of day following the date of Executive’s separation from service, each such payment that is payable upon the Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from serviceor, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) if earlier, the date of Executive’s death. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of section 409A. Any reimbursement payment by the Company of such amount shall include a “gross-up” payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive’s taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this agreement will not result in additional taxation of the Executive pursuant to this Agreement shall be conditioned on the submission by Executive provisions of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day section 409A of the calendar year following code. The Executive agrees that she will not withhold her consent under this Section 20 if the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall proposed amendment does not materially adversely affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to Executive’s rights under this Agreement shall not be subject to liquidation or exchange for any other benefitagreement.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s 's “termination of employment” such term and similar terms shall be deemed to refer to Executive’s 's “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s 's separation from service, each such payment that is payable upon Executive’s 's separation from service and would have been paid prior to the six-month anniversary of Executive’s 's separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s 's separation from service or (ii) the date of Executive’s 's death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.. EXHIBIT 10.4

Code Section 409A. This Unless otherwise expressly provided, any payment of compensation by Company to the Executive, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months (21/2 months) after the end of the later of the calendar year or the Company’s fiscal year in which the Executive’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”)). All payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A are intended to comply with the requirements of Code Section 409A of the Code409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Code Section 409A, and construed consistently with no amount shall be paid prior to the earliest date on which it is permitted to be paid under Code Section 409A. In the event that an amount becomes payable to the Executive upon termination of employment, the Company shall determine whether such intentpayment is subject to the requirements of Code Section 409A (a) (2)(A)(i) and Code Section 409A (a)(2)(B)(i) (hereinafter referred to as the “Specified Employee Rule”). The payments Company shall make such determination and provide written notice thereof to the Executive pursuant prior to this Agreement are also intended the earlier of the date that any such amounts would be paid to be exempt from the Executive without regard to Code Section 409A or within thirty (30) days after his termination of employment. Upon the request of the Code Executive, the Company agrees to promptly provide to him such information that the maximum extent possible, under either the separation pay exemption pursuant Executive may reasonably request with regard to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate paymentits determination. In the event that the terms Company determines that an amount payable to the Executive after his termination of this Agreement would employment is subject to the Specified Employee Rule, then no distribution of such amount shall be made to the Executive to taxes on account of his separation from service before the date which is six (6) months after the date of his separation from service (or penalties under Section 409A if earlier, the date of death of the Code (“409A Penalties”), the Company Executive) as and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; required under Code Section 409A. The aggregate amount that would have been payable to the Executive but for the restrictions imposed by Code Section 409A shall be paid to the Executive as soon as permitted by Code Section 409A without the imposition of excise taxes. All expense reimbursement or in-kind benefits provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference or, unless otherwise specified, under any Company program or policy subject to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A of shall comply with the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of following rules: (i) the first day amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the seventh month following Executive’s separation from service or benefits provided during any other year; (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and reimbursements shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day end of the calendar year following the calendar year in which the Executive incurred incurs such expenses, and the reimbursable expense. Any amount Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of expenses eligible for reimbursementsaid period, or in-kind benefit provided, during a calendar year shall not affect and (iii) the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement benefits shall not be subject to liquidation or exchange for any other another benefit.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall at all times be interpreted and construed consistently operated in compliance with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding The Parties intend that the payments and benefits under this Agreement will qualify for any available exceptions from coverage under Code Section 409A and this Agreement shall be interpreted accordingly. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement, Agreement to the extent any payments hereunder constitutes nonqualified deferred compensation, Termination Date or other termination of Employee’s employment are intended to mean Employee’s “separation from service” within the meaning of Code Section 409A409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and Executive the right to a series of installment payments under this Agreement, including, without limitation, under Section 4, shall be treated as a right to a series of separate payments, (iii) each such payment that is made within 2-1/2 months following the end of the calendar year that contains the date of the Employee’s Termination Date is intended to be exempt from Code Section 409A as a specified employee (short-term deferral within the meaning of the final regulations under Code Section 409A 409A, (iv) each such payment that is made later than 2-1/2 months following the end of the Code) as of calendar year that contains the date of Executivethe Employee’s Termination Date is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for “specified employees” below. If Employee is a “specified employee” within the meaning of Code Section 409A at the time of Employee’s separation from service, each such payment then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax under Code Section 409A, amounts that is would otherwise be payable upon Executiveunder this Agreement during the six-month period immediately following Employee’s separation from service shall not be paid to Employee during such period, but shall instead be accumulated and would have been paid prior to Employee (or, in the six-month anniversary event of ExecutiveEmployee’s separation from servicedeath, shall be delayed until to Employee’s estate) in a lump sum on the first business day after the earlier to occur of (i) the first day of the seventh month date that is six months following ExecutiveEmployee’s separation from service or Employee’s death. To the extent any reimbursements or in-kind benefits due to Employee under this Agreement are subject to Code Section 409A, (i) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the date reimbursement of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall an eligible expense must be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in made no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, expense was incurred; and (iii) the right to reimbursements or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall benefits cannot be subject to liquidation liquidated or exchange exchanged for any other benefit. Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Employee or any other individual to the Company or any of its affiliates.

Code Section 409A. This The Company and Executive agree that this Agreement is and the rights granted to Executive hereunder are intended to comply with meet the requirements of paragraphs (2), (3) and (4) of Section 409A(a)(1)(A) of 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 the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”)However, the Company does not guarantee any particular tax effect of payments under this Agreement, and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for have any 409A Penalties that arise in connection obligation to “gross-up” or otherwise compensate Executive with respect to any amounts payable tax effect of payments under this Agreement. To the extent With respect to any amounts reimbursement of expenses of, or any provision of in-kind benefits to, Executive, as specified under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee following conditions: (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i1) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, reimbursement or the amount of in-kind benefit provided, during a calendar benefits provided in one taxable year shall not affect the amount of expenses eligible for reimbursement, reimbursement or the amount of in-kind benefit to be provided, during benefits provided in any other calendar taxable year. The , except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the 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 any reimbursement or in-kind benefit pursuant to this Agreement benefits shall not be subject to liquidation or exchange for another benefit. “Termination of employment,” or words of similar import, as used in this Agreement means, for purposes of any other benefitpayments under this Agreement that are payments of deferred compensation subject to Section 409A, Executive’s “separation from service” as defined in Section 409A. 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.

Code Section 409A. This Unless otherwise expressly provided, any payment of compensation by Company to the Executive, whether pursuant to this Agreement or otherwise, shall be made within two and one-half months (21/2 months) after the end of the later of the calendar year or the Company’s fiscal year in which the Executive’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”)). All payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A are intended to comply with the requirements of Code Section 409A of the Code409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Code Section 409A, and construed consistently with no amount shall be paid prior to the earliest date on which it is permitted to be paid under Code Section 409A. In the event that an amount becomes payable to the Executive after termination of employment, the Company shall determine whether such intentpayment is subject to the requirements of Code Section 409A (a) (2)(A)(i) and Code Section 409A (a)(2)(B)(i) (hereinafter referred to as the “Specified Employee Rule”). The payments Company shall make such determination and provide written notice thereof to the Executive pursuant prior to this Agreement are also intended the earlier of the date that any such amounts would be paid to be exempt from the Executive without regard to Code Section 409A or within thirty (30) days after his termination of employment. Upon the request of the Code Executive, the Company agrees to promptly provide to him such information that the maximum extent possible, under either the separation pay exemption pursuant Executive may reasonably request with regard to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate paymentits determination. In the event that the terms Company determines that an amount payable to the Executive after his termination of this Agreement would employment is subject to the Specified Employee Rule, then no distribution of such amount shall be made to the Executive to taxes on account of his separation from service before the date which is six (6) months after the date of his separation from service (or penalties under Section 409A if earlier, the date of death of the Code (“409A Penalties”), the Company Executive) as and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; required under Code Section 409A. The aggregate amount that would have been payable to the Executive but for the restrictions imposed by the prior sentence shall be paid to the Executive as soon as permitted by Code Section 409A, without the imposition of excise taxes. All expense reimbursement or in-kind benefits provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference or, unless otherwise specified, under any Company program or policy subject to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A of shall comply with the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of following rules: (i) the first day amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the seventh month following Executive’s separation from service or benefits provided during any other year; (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and reimbursements shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day end of the calendar year following the calendar year in which the Executive incurred incurs such expenses, and the reimbursable expense. Any amount Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of expenses eligible for reimbursementsaid period, or in-kind benefit provided, during a calendar year shall not affect and (iii) the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement benefits shall not be subject to liquidation or exchange for any other another benefit.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s 's “termination of employment” such term and similar terms shall be deemed to refer to Executive’s 's “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s 's separation from service, each such payment that is payable upon Executive’s 's separation from service and would have been paid prior to the six-month anniversary of Executive’s 's separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s 's separation from service or (ii) the date of Executive’s 's death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.. EXHIBIT 10.5

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or (iiB) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer Company under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to comply with the requirements For purposes of Section 409A of the Code, the regulations and shall be interpreted other guidance there under and construed consistently with such intent. The payments to Executive any state law of similar effect (collectively “Section 409A”), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. Further, (i) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or benefits, are also considered deferred compensation under Section 409A, will be paid or otherwise provided until Executive has had a “separation from service” within the meaning of Section 409A, (ii) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §Regulation Section 1.409A-1(b)(9)(iii) will be paid or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to otherwise provided until Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (has had an “409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “involuntary separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is (iii) in the case of (i) and (ii), any reference in this Agreement to “termination” or “termination of employment” or any similar term shall be construed to mean a specified employee (“separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the Code) as payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive’s termination under this Agreement and provided on or before the 15th day of the date 3rd month following the end of Executive’s separation from service, each such payment that is payable upon first tax year in which Executive’s separation from service and would have been paid prior to termination occurs or, if later, the six-15th day of the 3rd month anniversary following the end of the Company’s first tax year in which Executive’s separation from servicetermination occurs, shall be delayed until exempt from Section 409A to the earlier maximum extent permitted pursuant to occur of (iTreasury Regulation Section 1.409A-1(b)(4) the first day of the seventh month following and any additional payments or benefits provided in connection with Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to termination under this Agreement shall be conditioned on exempt from Section 409A to the submission by Executive of all expense reports reasonably required by Employer under maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any applicable expense reimbursement policy, and shall event be paid to Executive within 30 days following receipt of such expense reports, but in provided no event later than the last day of Executive’s 2nd taxable year following the taxable year in which Executive’s termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in connection with Executive’s termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Executive is, at the time of his termination, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such payment or benefit will not be provided until the first regularly scheduled payroll date that occurs on or after the date 6 months and 1 day following Executive’s termination and, on such date (or, if earlier, another date that occurs as soon as practicable after Executive’s death), Executive will receive all payments and benefits that would have been provided during such period in a single lump sum, if applicable. In addition, notwithstanding any other provision herein to the contrary, to the extent that any reimbursements or in-kind benefits under this Agreement or otherwise constitute non-exempt “nonqualified deferred compensation” within the meaning of Section 409A, then any such reimbursements and/or benefits (i) shall be made or provided promptly but no later than December 31st of the calendar year following the calendar year in which Executive the expense was incurred by Executive, (ii) shall not in any way affect the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant benefits to this Agreement be provided in any other calendar year, and (iii) shall not be subject to liquidation or exchange for any other another benefit.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or (iiB) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to be exempt from or comply with the requirements of Section 409A 409A(a)(2), (3) and (4) of the Code, including current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax under such Code Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. Each payment or benefit made pursuant to Section 11(a) or 11(b) of this Agreement shall be interpreted and construed consistently with such intent. The deemed to be a separate payment for purposes of Code Section 409A. In addition, payments to Executive or benefits pursuant to this Agreement are also intended to Section 11(a) or 11(b) shall be exempt from the requirements of Code Section 409A of the Code to the maximum extent possible, under either the separation pay exemption possible as “short-term deferrals” pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or Regulation Section 1.409A-1(b)(4), as short-term deferrals involuntary separation pay pursuant to Treasury regulation §1.409A-1(b)(4Regulation Section 1.409A-1(b)(9)(iii), and/or under any other exemption that may be applicable, and for such purposes, each payment to Executive under this Agreement shall be considered a separate paymentconstrued accordingly. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to To the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference required to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of delayed under Code Section 409A, such amounts are intended to be and should be considered for purposes of Code Section 409A as separate payments from the amounts that are not required to be delayed. Notwithstanding anything herein to the contrary, if Executive is considered a “specified employee employee” (within the meaning of as defined in Treasury Regulation Section 409A of the Code1.409A-1(i)) as of the date Termination Date, then no payments of Executive’s separation from service, each such payment that is deferred compensation subject to Code Section 409A and payable upon due to Executive’s separation from service and would have been paid prior to shall be made under this Agreement before the six-month anniversary of first business day that is six (6) months after the Termination Date (or upon Executive’s separation from servicedeath, shall if earlier) (the “Specified Period”). Any deferred compensation payments that would otherwise be delayed until required to be made to Executive during the earlier Specified Period will be accumulated by the Company and paid to occur of (i) Executive on the first day after the end of the seventh month following Executive’s separation from service or (ii) Specified Period. The foregoing restriction on the date payment of Executive’s death. Any reimbursement payable amounts to Executive pursuant during the Specified Period will not apply to the payment of employment taxes. In the event that the interpretation or requirements of Code Section 409A change during the Term, the parties agree to amend this Agreement shall be conditioned on Agreement, only as necessary, to comply with any such change, if and to the submission extent such an amendment is permitted by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.Code Section 409A.

Code Section 409A. This Agreement is intended Notwithstanding any provision of this Release to the contrary, this Release will be construed, administered or deemed amended as necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, and under no circumstances shall be interpreted and construed consistently with such intent. the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Agreement Release are also intended to be exempt from Code Section 409A of the Code to the maximum extent possible, under either first, to the separation pay exemption pursuant extent such payments are scheduled to Treasury regulation §1.409A-1(b)(9)(iii) or be paid and are in fact paid during the short-term deferral period, as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and then under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and for such purposes, this purpose each payment to Executive under this Agreement shall be considered a separate payment. In payment such that the event determination of whether a payment qualifies as a short-term deferral shall be made without regard to whether other payments so qualify and the terms determination of this Agreement would subject Executive whether a payment qualifies under the separation pay exemption shall be made without regard to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreementpayments which qualify as short-term deferrals. To the extent any amounts under this Agreement Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A of the Code. 409A. Notwithstanding any other provision in this AgreementRelease, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and if Executive is a “specified employee (within the meaning of employee,” as defined in Section 409A of the Code) , as of the date of Executive’s separation from service, each such then to the extent any amount payable under this Release (i) constitutes the payment that of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Release would have been paid be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (ia) the first day six-month anniversary of the seventh month following Executive’s separation from service or (iib) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This The parties intend that this Agreement is intended to comply with and the requirements of Section 409A of the Code, and shall benefits provided hereunder be interpreted and construed consistently to comply with such intent. The payments to Executive pursuant to this Agreement are also intended to or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and all regulatory and interpretative guidance issued thereunder (“Code Section 409A”) to the maximum extent possibleapplicable thereto. The time and form of payment of incentive compensation, under either disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the separation pay exemption pursuant applicable sections of this Agreement, provided that with respect to Treasury regulation §1.409A-1(b)(9)(iii) or termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and deferral” for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms purposes of this Agreement would subject Executive to taxes or penalties under Code Section 409A or as otherwise exempt from the provisions of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee (within the meaning of employee” under Code Section 409A 409A, such portion of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall 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 (i) the first day “Delay Period”). Upon the expiration of the seventh month following Executive’s separation from service Delay Period, all payments and benefits delayed pursuant to this section will be paid or (ii) reimbursed to the date of Executive’s deathExecutive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Any reimbursement payable 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. The time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Agreement, including but not limited to any restricted stock unit or other equity-based award, payment or amount that provides for the “deferral of compensation” (as such term is described under Code Section 409A), may not be accelerated except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder. Reimbursements that are exempt or may be excluded from Section 409A shall be conditioned on excluded from Section 409A to the submission by Executive of all expense reports reasonably required by Employer maximum extent possible. All other reimbursements provided under any applicable expense reimbursement policy, and this Agreement shall be paid to Executive within 30 days following receipt made or provided in accordance with the requirements of such expense reportsCode Section 409A, but in no event later than including, where applicable, the last day of requirement that (A) any reimbursement is for expenses actually incurred during the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, Executive’s lifetime (or in-kind benefit provided, during a calendar year shall not affect shorter period of time specified in this Agreement), (B) the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year. The , (C) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (D) the right to any reimbursement or in-kind benefit pursuant to this Agreement shall is not be subject to liquidation or exchange for another benefit. For purposes of this Agreement, the terms “retirement,” “termination of employment,” “terminated,” “termination,” “this Agreement will be terminated” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Code Section 409A. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”) and if there are payments due the Executive that are subject to Code Section 409A (and not exempt from Code Section 409A) that are: (i) conditioned on the Executive signing and not revoking a release of claims and (ii) otherwise due to be paid during the portion of the Crossover 60-Day Period that falls within the first year, then such payments will be delayed and paid in a lump sum during the portion of the Crossover 60-Day Period that falls within the second year. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other benefitprovision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, Executives or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the 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 a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 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 rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code; provided, however, that whether such a separation from service has occurred shall be determined based upon a reasonably anticipated permanent reduction in the level of bona fide services to be performed to no more than 20% (or 49% if Executive shall no longer serve as an officer of the Employers) of the average level of bona fide services provided to the Employers in the immediately preceding 36 months. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or (iiB) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the CodeCode (“Section 409A”), and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the this Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. 409A. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, then (A) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (B) if Executive is a specified employee (within the meaning of Section 409A of the Code409A) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is and the Restricted Stock Units and Dividend Equivalents granted hereunder are intended to be exempt from or to comply with Section 409A of the requirements Code in both form and operation so that the additional taxes imposed by Section 409A of the Code will not apply, and any ambiguities herein shall be interpreted, to the extent possible, in a manner consistent therewith. For purposes of Section 409A of the Code, and shall be interpreted and construed consistently each payment due with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code respect to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement grant of Restricted Stock Units hereunder shall be considered a separate payment. In payment and the event the terms Participant’s entitlement to a series of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, payments with respect to the extent possible; provided that in no event shall the Company grant of Restricted Stock Units hereunder is to be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreementtreated as an entitlement to a series of separate payments. To the extent any amounts Any payments to be made under this Agreement are payable by reference to Executiveas a result of the Participant’s “termination of employment” employment shall only be made if such term and similar terms shall be deemed to refer to Executive’s termination of employment constitutes a “separation from service,” within the meaning of Treasury Regulation Section 1.409A-1(h) (“Separation from Service”). Any provision of this Agreement to the contrary notwithstanding, if the Participant is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of his or her Separation from Service, any payment to be made under this Agreement upon such Separation from Service will not be paid until six months after the date of the Participant’s Separation from Service (or, if earlier, the date of the Participant’s death) if required under Section 409A of the Code. Notwithstanding In such case, any other provision payment so delayed shall be paid in this Agreementa single lump sum on the first business day following the sixth-month anniversary of the Participant’s Separation from Service (or, if earlier, upon the Participant’s death). None of the Company or its Affiliates shall be liable to the extent Participant for any payments hereunder constitutes nonqualified deferred compensationpayment made under this Agreement or with respect to any Restricted Stock Unit, within the meaning of Section 409Awhich is determined to result in an additional tax, and Executive is a specified employee (within the meaning of penalty or interest under Section 409A of the Code) , nor for reporting, in good faith, any payment made under this Agreement or with respect to any Restricted Stock Unit as an amount includible in gross income under Section 409A of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefitCode.

Code Section 409A. This It is the intent of this Agreement is intended to either meet an exception from or to comply with the requirements of Section 409A of the CodeInternal Revenue Code of 1986, as amended, and shall be interpreted any rulings and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of regulations promulgated thereunder (collectively, the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4“Code”), and for such purposes, each payment any ambiguities herein will be so interpreted and this agreement will be so administered. References to Executive under a termination of employment in Section 7 of this Agreement shall be considered mean the date of a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “"separation from service," within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A of the Code. Notwithstanding any other provision in that would otherwise have been payable under this AgreementAgreement as a result of, to the extent any payments hereunder constitutes nonqualified deferred compensation, and within the meaning first six (6) months following, the Executive’s "separation from service" and not by reason of another event under Section 409A409A(a)(2)(A), will become payable six (6) months and Executive is a specified employee one (within the meaning of Section 409A of the Code1) as of day following the date of Executive’s separation from service, each such payment that is payable upon the Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from serviceor, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) if earlier, the date of Executive’s death. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of section 409A. Any reimbursement payment by the Company of such amount shall include a “gross-up” payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive’s taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authority. the Executive agrees that the Company may amend this agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this agreement will not result in additional taxation of the Executive pursuant to this Agreement shall be conditioned on the submission by Executive provisions of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day section 409A of the calendar year following code. The Executive agrees that he will not withhold his consent under this Section 20 if the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall proposed amendment does not materially adversely affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to Executive’s rights under this Agreement shall not be subject to liquidation or exchange for any other benefitagreement.

Code Section 409A. This The parties intend that this Agreement is intended to comply with and the requirements of Section 409A of the Code, and shall benefits provided hereunder be interpreted and construed consistently to comply with such intent. The payments to Executive pursuant to this Agreement are also intended to or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and all regulatory and interpretative guidance issued thereunder (“Code Section 409A”) to the maximum extent possibleapplicable thereto. The time and form of payment of incentive compensation, under either disability benefits, severance payments, expense reimbursements and payments of in-kind benefits described herein will be made in accordance with the separation pay exemption pursuant applicable sections of this Agreement, provided that with respect to Treasury regulation §1.409A-1(b)(9)(iii) or termination of employment for reasons other than death, the payment at such time can be characterized as a “short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and deferral” for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms purposes of this Agreement would subject Executive to taxes or penalties under Code Section 409A or as otherwise exempt from the provisions of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee (within the meaning of employee” under Code Section 409A 409A, such portion of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall 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 (i) the first day “Delay Period”). Upon the expiration of the seventh month 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 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. The time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Agreement, including but not limited to any restricted stock unit or other equity-based award, payment or amount that provides for the “deferral of compensation” (as such term is described under Code Section 409A), may not be accelerated except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder. Reimbursements (including reasonable moving expenses) that may be excluded from Section 409A as separation pay shall be excluded from Section 409A to the maximum extent possible; such expenses shall be incurred before the end of the second taxable year following the Executive’s separation from service or (ii) and reimbursed no later than the date end of Executive’s deaththe third taxable year following separation from service. Any reimbursement payable to Executive pursuant to All other reimbursements provided under this Agreement shall be conditioned on made or provided in accordance with the submission by Executive requirements of all expense reports reasonably required by Employer under Code Section 409A, including, where applicable, the requirement that (A) any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than is for expenses actually incurred during the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, Executive’s lifetime (or in-kind benefit provided, during a calendar year shall not affect shorter period of time specified in this Agreement), (B) the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year. The , (C) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (D) the right to any reimbursement or in-kind benefit pursuant to this Agreement shall is not be subject to liquidation or exchange for another benefit. For purposes of this Agreement, the terms “retirement,” “termination of employment,” “terminated,” “termination,” “this Agreement will be terminated” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Code Section 409A. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”) and if there are payments due the Executive that are subject to Code Section 409A (and not exempt from Code Section 409A) that are: (i) conditioned on the Executive signing and not revoking a release of claims and (ii) otherwise due to be paid during the portion of the Crossover 60-Day Period that falls within the first year, then such payments will be delayed and paid in a lump sum during the portion of the Crossover 60-Day Period that falls within the second year. Although the Company intends to administer the Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other benefitprovision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, Executives or advisers will be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of compensation paid under the Agreement, and the 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 a manner in favor of complying with any applicable requirements of Code Section 409A to avoid taxation under Code Section 409A. If any compensation or benefits provided by this Agreement result in the application of Code Section 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 rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without material diminution in the value of the payments or benefits to the Executive.

Code Section 409A. This Agreement Unless otherwise expressly provided, any payment of compensation by Company to the Executive, whether pursuant to this Appendix I and the Employment Letter or otherwise, shall be made within two and one-half months (2½ months) after the end of the later of the calendar year or the Company’s fiscal year in which the Executive’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”)). All payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A) are intended to comply with the requirements of Code Section 409A of the Code409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Code Section 409A, and construed consistently with no amount shall be paid prior to the earliest date on which it is permitted to be paid under Code Section 409A. In the event that an amount becomes payable to the Executive upon termination of employment, the Company shall determine whether such intentpayment is subject to the requirements of Code Section 409A (a) (2)(A)(i) and Code Section 409A (a)(2)(B)(i) (hereinafter referred to as the “Specified Employee Rule”). The payments Company shall make such determination and provide written notice thereof to the Executive pursuant prior to this Agreement are also intended the earlier of the date that any such amounts would be paid to be exempt from the Executive without regard to Code Section 409A or within thirty (30) days after his termination of employment. Upon the request of the Code Executive, the Company agrees to promptly provide to him such information that the maximum extent possible, under either the separation pay exemption pursuant Executive may reasonably request with regard to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate paymentits determination. In the event that the terms Company determines that an amount payable to the Executive after his termination of this Agreement would employment is subject to the Specified Employee Rule, then no distribution of such amount shall be made to the Executive to taxes on account of his separation from service before the date which is six (6) months after the date of his separation from service (or penalties under Section 409A if earlier, the date of death of the Code (“409A Penalties”), the Company Executive) as and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided required under Code Section 409A. The aggregate amount that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior payable to the six-month anniversary of Executive’s separation from service, Executive but for the restrictions imposed by Code Section 409A shall be delayed until paid to the earlier Executive as soon as permitted by Code Section 409A without the imposition of excise taxes. All expense reimbursement or in-kind benefits provided under this Appendix I and the Employment Letter or, unless otherwise specified, under any Company program or policy subject to occur of Code Section 409A shall comply with the following rules: (i) the first day amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the seventh month following Executive’s separation from service or benefits provided during any other year; (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and reimbursements shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day end of the calendar year following the calendar year in which the Executive incurred incurs such expenses, and the reimbursable expense. Any amount Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of expenses eligible for reimbursementsaid period, or in-kind benefit provided, during a calendar year shall not affect and (iii) the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement benefits shall not be subject to liquidation or exchange for any other another benefit.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s 's “termination of employment” such term and similar terms shall be deemed to refer to Executive’s 's “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s 's separation from service, each such payment that is payable upon Executive’s 's separation from service and would have been paid prior to the six-month anniversary of Executive’s 's separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s 's separation from service or (ii) the date of Executive’s 's death. Any reimbursement payable to EXHIBIT 10.3 Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 8 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-six- month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.or

Code Section 409A. This Agreement is and the Restricted Stock Units and Dividend Equivalents granted hereunder are intended to comply with Section 409A of the requirements Code in both form and operation so that the additional taxes imposed by Section 409A of the Code will not apply, and any ambiguities herein shall be interpreted, to the extent possible, in a manner consistent therewith. For purposes of Section 409A of the Code, and shall be interpreted and construed consistently each payment due with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code respect to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement grant of Restricted Stock Units hereunder shall be considered a separate payment. In payment and the event the terms Participant’s entitlement to a series of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, payments with respect to the extent possible; provided that in no event shall the Company grant of Restricted Stock Units hereunder is to be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreementtreated as an entitlement to a series of separate payments. To the extent any amounts Any payments to be made under this Agreement are payable by reference to Executiveas a result of the Participant’s “termination of employment” employment shall only be made if such term and similar terms shall be deemed to refer to Executive’s termination of employment constitutes a “separation from service,” within the meaning of Treasury Regulation Section 409A 1.409A-1(h) (“Separation from Service”). Any provision of the Code. Notwithstanding any other provision in this Agreement, Agreement to the extent any payments hereunder constitutes nonqualified deferred compensationcontrary notwithstanding, if the Participant is a “specified employee” within the meaning of Treasury Regulation Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code1.409A-1(i) as of the date of Executivehis or her Separation from Service, any payment to be made under this Agreement upon such Separation from Service will not be paid until six months after the date of the Participant’s separation Separation from serviceService (or, each if earlier, the date of the Participant’s death). In such case, any payment that is payable upon Executive’s separation from service and would have been so delayed shall be paid prior to in a single lump sum on the sixfirst business day following the sixth-month anniversary of Executivethe Participant’s separation Separation from serviceService (or, if earlier, upon the Participant’s death). None of the Company or its Affiliates shall be delayed until liable to the earlier Participant for any payment made under this Agreement or with respect to occur of (i) the first day any Restricted Stock Unit, which is determined to result in an additional tax, penalty or interest under Section 409A of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under Code, nor for reporting, in good faith, any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.payment made under

Code Section 409A. This Agreement is intended Notwithstanding anything herein to comply with the requirements of Section 409A of contrary, to the Codemaximum extent permitted by applicable law, and shall be interpreted and construed consistently with such intent. The payments amounts payable to Executive pursuant to this Agreement are also intended to Section 7 shall be exempt from made in reliance upon Treas. Reg. Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii1.409A-1(b)(9) (Separation Pay Plans) or as shortTreas. Reg. Section 1.409A-1(b)(4) (Short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4Term Deferrals), and for such purposes. For this purpose, each payment to Executive under this Agreement shall be considered a separate and distinct payment. In However, to the event the terms of this Agreement would extent any such payments are treated as non-qualified deferred compensation subject Executive to taxes or penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “409A PenaltiesCode”), then (i) no amount shall be payable pursuant to Section 7.4 unless Executive’s termination of employment constitutes a “separation from service” within the Company meaning of Treas. Reg. Section 1.409A-1(h) and (ii) if Executive shall cooperate diligently is deemed at the time of his separation from service to amend the terms be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Agreement to avoid such 409A PenaltiesCode, then to the extent possible; provided that in no event shall delayed commencement of any portion of the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts termination benefits to which Executive is entitled under this Agreement are payable by reference is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s “termination benefits shall not be provided to Executive prior to the earlier of employment” such term and similar terms shall be deemed to refer to (i) the expiration of the six-month period measured from the date of Executive’s “separation from service,” within with the meaning of Section 409A of Company (as such term is defined in the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Treasury Regulations issued under Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive Upon the earlier of such dates, all payments deferred pursuant to this Section 23 shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto). The parties acknowledge and agree that, to the extent applicable, this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policyinterpreted in accordance with, and shall be paid the parties agree to Executive within 30 days following receipt of such expense reportsuse their best efforts to achieve timely compliance with, but in no event later than the last day Section 409A of the calendar year following Code and the calendar year in which Executive incurred Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefitdate hereof.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or (iiB) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.. To the extent that the Severance Payment payable hereunder is deemed to be a substitute for a payment provided under another agreement with the Executive, then the Severance Payment payable hereunder shall be paid at the same time and in the same form as such substituted payment to the extent required to comply with Section 409A of the Code. ​ ​ ​

Code Section 409A. This The parties intend that this Agreement is intended and the benefits provided hereunder be interpreted and construed to comply with the requirements of Section 409A of the CodeInternal Revenue Code of 1986, as amended, and shall be interpreted all regulatory and construed consistently with such intentinterpretative guidance issued thereunder (“Code Section 409A”) to the extent 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 Executive pursuant to this Agreement are also intended to termination of employment for reasons other than death, the payment at such time can be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or characterized as a “short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and deferral” for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms purposes of this Agreement would subject Executive to taxes or penalties under Code Section 409A or as otherwise exempt from the provisions of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee (within the meaning of employee” under Code Section 409A 409A, such portion of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall 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 (i) the first day “Delay Period”). Upon the expiration of the seventh month following Executive’s separation from service Delay Period, all payments and benefits delayed pursuant to this section will be paid or (ii) reimbursed to the date of Executive’s deathExecutive in a lump sum, and any remaining payments due under this Agreement will be payable at the same time and in the same form as such amounts would have been paid. Any reimbursement payable 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 shall 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. The time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Agreement, including but not limited to any restricted stock unit or other equity-based award, payment or amount that provides for the “deferral of compensation” (as such term is described under Code Section 409A), may not be accelerated except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder. For purposes of this Agreement, the terms “retirement,” “termination of employment,” “terminated,” “termination,” “this Agreement will be terminated” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Code Section 409A. If the sixty (60)-day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”) and if there are payments due the Executive that are subject to Code Section 409A (and not exempt from Code Section 409A) that are: (i) conditioned on the submission by Executive signing and not revoking a release of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, claims and shall (ii) otherwise due to be paid to Executive within 30 days following receipt of such expense reports, but in no event later than during the last day portion of the calendar year following Crossover 60-Day Period that falls within the calendar year first year, then such payments will be delayed and paid in which Executive incurred a lump sum during the reimbursable expense. Any amount portion of expenses eligible for reimbursement, or inthe Crossover 60-kind benefit provided, during a calendar year shall not affect Day Period that falls within the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar second year. The right Although the Company intends to any reimbursement or in-kind benefit pursuant to this administer the Agreement shall so that it will comply with the requirements of Code Section 409A, the Company does not be subject to liquidation or exchange for any other benefit.represent or

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Section 409A”), and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each . Each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A 409A. In no event may Executive, directly or indirectly, designate the calendar year of the Codeany payment to be made under this Agreement. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code409A) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-six- month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or (iiB) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer Company under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii1.409A-1 (b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(41.409A-1 (b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or (iiB) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer Company under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or (iiB) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.. To the extent that the Severance Payment payable hereunder is deemed to be a substitute for a payment provided under another agreement with the Executive, then the Severance Payment payable hereunder shall be paid at the same time and in the same form as such substituted payment to the extent required to comply with Section 409A of the Code. ​ ​ ​ ​

Code Section 409A. Notwithstanding anything to the contrary, if, at the time of his separation of service from Employer, Executive is a “specified employee” as defined pursuant to Section 409A of the U.S. Internal Revenue Code (the “Code”), and if the amounts that Executive is entitled to receive pursuant to this Agreement are not otherwise exempt from Code Section 409A, then to the extent necessary to comply with Code Section 409A, no payments for such non-exempt amounts may be made under this Agreement before the date which is six (6) months after Executive’s separation from service from Employer or, if earlier, Executive’s date of death. All such amounts, which would have otherwise been required to be paid during such six (6) months after Executive’s separation from service shall instead be paid (without interest) to Executive in one lump sum payment on the first business day of the seventh month after Executive’s separation from service from Employer or, if earlier, Executive’s date of death. All such remaining payments shall be made pursuant to their original terms and conditions. This Agreement is intended to comply with the applicable requirements of Code Section 409A of the Code, and shall be construed and interpreted and construed consistently with such intentin accordance therewith. The Employer may at any time amend this Agreement, or any payments to be made hereunder, as necessary to be in compliance with Code Section 409A and avoid the imposition on Executive of any potential excise taxes relating to Code Section 409A. Any reimbursements pursuant to this Agreement are also intended to be exempt from Section 409A the foregoing provisions of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In paid as soon as reasonably practicable and in all events not later than the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date end of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar taxable year following the calendar taxable year in which Executive incurred the reimbursable expenserelated expense was incurred. Any Executive’s rights to reimbursement hereunder are not subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar reimbursement in one taxable year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during reimbursement in any other calendar taxable year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement is intended to (including all attachments, exhibits and annexes) be exempt from or comply with the requirements of Section 409A of the CodeInternal Revenue Code of 1986, and to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and construed consistently be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A, Executive shall not be considered to have terminated employment with such intent. The payments the Employer for purposes of this Agreement, and no payment shall be due to Executive under this Agreement, until Executive would be considered to have incurred a “separation from service” from the Employer within the meaning of Code Section 409A. Each amount to be paid or benefit to be provided to Executive pursuant to this Agreement are also intended that constitutes deferred compensation subject to be exempt from Code Section 409A shall be construed as a separate identified payment for purposes of the Code Section 409A. Notwithstanding anything to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision contrary in this Agreement, to the extent that any payments hereunder constitutes nonqualified deferred compensation, within to be made to the meaning Executive upon his or her separation from service would result in the imposition of Section 409A, and Executive is a specified employee (within the meaning of any individual penalty tax imposed under Code Section 409A of the Code) as of the date by reason of Executive’s separation from service, each such status as a “specified employee,” the payment that is payable upon Executive’s separation from service and would have been paid prior to shall instead be made on the six-month anniversary of Executive’s separation from service, shall be delayed until first business day after the earlier to occur of (i) the first day of the seventh month date that is six months following Executive’s such separation from service or and (ii) the date of Executive’s death. Any To the extent that the Agreement provides for the reimbursement payable to Executive pursuant to this Agreement of specified expenses incurred by the Executive, such reimbursement shall be conditioned on made in accordance with the submission by Executive provisions of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reportsthe Agreement, but in no event later than the last day of the calendar Executive’s taxable year following the calendar taxable year in which Executive incurred the reimbursable expenseexpense was incurred. Any The amount of expenses eligible for reimbursement, reimbursement or in-kind benefit provided, during a calendar benefits provided by the Employer in any taxable year of the Executive shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit benefits to be provided, during reimbursed or provided in any other calendar yearyear (except in the case of maximum benefits to be provided under a medical reimbursement arrangement, if applicable). The right to any reimbursement or in-kind benefit pursuant to parties have executed this Agreement shall not be subject to liquidation or exchange for any other benefit.effective as the Effective Date. EMPLOYER: Stillwater Mining Company /s/ Bxxxx Xxxxxxxxxx Bxxxx Xxxxxxxxxx Chairman of the Board EXECUTIVE: /s/ Mxxxxxx X. XxXxxxxx Mxxxxxx X. XxXxxxxx

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii1.409A-l(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4regulation§1.409A-l(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“"409A Penalties”"), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “'s "termination of employment” " such term and similar terms shall be deemed to refer to Executive’s “'s "separation from service,” " within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive's execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s 's separation from service, each such payment that is payable upon Executive’s 's separation from service and would have been paid prior to the six-month anniversary of Executive’s 's separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s 's separation from service or (iiB) the date of Executive’s 's death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer Company under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii§ 1.409A-l(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4regulation§ 1.409A-l(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s 's “termination of employment” such 262941651 v4 term and similar terms shall be deemed to refer to Executive’s “'s "separation from service,” " within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s 's separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or (iiB) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer Company under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This The Company and the Executive intend that the payments and benefits provided for in this Agreement is intended to comply either be exempt from Section 409A of the Code, or be provided for in a manner that complies with the requirements of Section 409A of the Code, and any ambiguity herein shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended so as to be exempt from Section 409A of consistent with the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms intent of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in subparagraph E. In no event whatsoever shall the Company be responsible liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A Penalties that arise or damages for failing to comply with Section 409A. With respect to any reimbursement of expenses to the Executive, as specified in connection with this Agreement, such reimbursement of expenses shall be subject to the following conditions: (i) the expenses eligible for reimbursement in one taxable year shall not affect the expenses eligible for reimbursement in any amounts payable other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; and (ii) 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. Notwithstanding anything contained herein to the contrary, all payments and benefits under this Agreement. To Paragraph 7 (to the extent any amounts under this Agreement are payable by reference to such payments and benefits constitute nonqualified deferred compensation within the meaning of Code Section 409A) shall be paid or provided only at the time of a termination of the Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s employment that constitutes a “separation from service,” from the Company within the meaning of Section 409A of the CodeCode and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Notwithstanding Reg. Section 1.409A-1(h)(1)). Further, if 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 other provision payments described in this Agreement, Paragraph 7 shall be delayed for a period of six (6) months following the Executive’s separation of employment to the extent any and up to an amount necessary to ensure such payments hereunder constitutes nonqualified deferred compensation, within are not subject to the meaning of Section 409A, penalties and Executive is a specified employee (within the meaning of interest under Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This It is the intent of this Agreement is intended to either meet an exception from or to comply with the requirements of Section 409A of the CodeInternal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive’s "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive’s separation from service or, if earlier, the date of Executive’s death. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of Section 409A. Any payment by the Company of such amount shall include a “gross-up” payment, which shall be interpreted the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and construed consistently with interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such intenttaxes to the taxing authority and no later than the end of Executive’s taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this Agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments to Executive made pursuant to this Agreement are also intended to be exempt from Section 409A will not result in additional taxation of the Code Executive pursuant to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning provisions of Section 409A of the Code. Notwithstanding any other provision in The Executive agrees that he will not withhold his consent under this Section 20 if the proposed amendment does not materially adversely affect the Executive’s rights under this Agreement. ePlus inc. Executive /s/ Xxxxxx X. Xxxxxxx, September 4, 2009 /s/ Xxxxxx X. Xxxxxx, September 4, 2009 Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx Lead Independent Director Chief Executive Officer EXHIBIT 1 SAMPLE RELEASE This Release is entered into by ePlus inc. (hereafter referred to as “ePlus” or the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, “Company”) and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefitXxxxxxx X. Xxxxxx.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s 's “termination of employment” such term and similar terms shall be deemed to refer to Executive’s 's “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s 's separation from service, each such payment that is payable upon Executive’s 's separation from service and would have been paid prior to the six-month anniversary of Executive’s 's separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s 's separation from service or (ii) the date of Executive’s 's death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s 's “termination of employment” such term and similar terms shall be deemed to refer to Executive’s 's “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s 's separation from service, each such payment that is payable upon Executive’s 's separation from service and would have been paid prior to the six-month anniversary of Executive’s 's separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s 's separation from service or (ii) the date of Executive’s 's death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall EXHIBIT 10.3 not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to comply shall at all times be interpreted and operated in compliance with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The parties intend that the payments to Executive pursuant to and benefits under this Agreement are also intended to be exempt will qualify for any available exceptions from coverage under Code Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate paymentinterpreted accordingly. In Without limiting the event generality of the terms foregoing and notwithstanding any other provision of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for contrary, (i) with respect to any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts payments and benefits under this Agreement are payable by reference to which Code Section 409A applies, all references in this Agreement to termination of Executive’s “termination of employment” such term and similar terms shall be deemed employment are intended to refer to mean Executive’s “separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, (iii) each such payment that is made within two and one-half (2-1/2) months following the end of the calendar year that contains the date of Executive’s termination is intended to be exempt from Code Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) each such payment that is made later than two and one-half (2-1/2) months following the end of the calendar year that contains the date of Executive’s termination is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for "specified employees" below. If Executive is a "specified employee (employee" within the meaning of Code Section 409A of at the Code) as of the date time of Executive’s separation from service, each such payment then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that is would otherwise be payable upon 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 would have been paid prior to Executive (or, in the six-month anniversary event of Executive’s separation from servicedeath, shall be delayed until to Executive’s estate) in a lump sum on the first business day after the earlier to occur of (i) the first day of the seventh month 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 are subject to Code Section 409A, (i) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the date reimbursement of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall an eligible expense must be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in made no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, expense was incurred; and (iii) the right to reimbursements or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall benefits cannot be subject to liquidation liquidated or exchange exchanged for any other benefit.

Code Section 409A. This The Company and the Executive intend that the payments and benefits provided for in this Agreement is intended to comply either be exempt from Section 409A of the Code, or be provided for in a manner that complies with the requirements of Section 409A of the Code, and any ambiguity herein shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended so as to be exempt from Section 409A of consistent with the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms intent of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in subparagraph E. In no event whatsoever shall the Company be responsible liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A Penalties that arise or damages for failing to comply with Section 409A. With respect to any reimbursement of expenses to the Executive, as specified in connection with this Agreement, such reimbursement of expenses shall be subject to the following conditions: (i) the expenses eligible for reimbursement in one taxable year shall not affect the expenses eligible for reimbursement in any amounts payable other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; and (ii) 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. Notwithstanding anything contained herein to the contrary, all payments and benefits under this Agreement. To Paragraph 7 (to the extent any amounts under this Agreement are payable by reference to such payments and benefits constitute nonqualified deferred compensation within the meaning of Code Section 409A) (1) shall be paid or provided only at the time of a termination of the Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s employment that constitutes a “separation from service,” from the Company within the meaning of Section 409A of the CodeCode and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Notwithstanding Reg. Section 1.409A-1(h)(1)) and (2) shall be treated as separate and distinct payments. Further, if 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 other provision payments described in this Agreement, Paragraph 7 shall be delayed for a period of six (6) months following the Executive’s separation of employment to the extent any and up to an amount necessary to ensure such payments hereunder constitutes nonqualified deferred compensation, within are not subject to the meaning of Section 409A, penalties and Executive is a specified employee (within the meaning of interest under Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to comply with the requirements For purposes of Section 409A of the Code, the regulations and shall be interpreted other guidance there under and construed consistently with such intent. The payments to Executive any state law of similar effect (collectively "Section 409A"), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. Further (i) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or benefits, are also considered deferred compensation under Section 409A, will be paid or otherwise provided until Executive has had a "separation from service" within the meaning of Section 409A, (ii) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iiiRegulation Section l.409A-l{b)(9)(iii) will be paid or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to otherwise provided until Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “has bad an "involuntary separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, " within the meaning of Section 409A, and Executive is (iii) in the case of (i) and (ii), any reference in this Agreement to "termination•·or "termination of employment" or any similar term shall be construed to mean a specified employee ("separation from service" within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the Code) as payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be-so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive's termination under this Agreement and provided on or before the 15th day of the date 3rdmonth following the end of Executive’s separation from service's first tax year in which Executive's termination occurs or, each such payment that is payable upon if later, the 15th day of the 3rd month following the end of the Company's first tax year in which Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service's termination occurs, shall be delayed until exempt from Section 409A to the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive maximum extent permitted pursuant to Treasury Regulation Section l.409A-l(b)(4) and any additional payments or benefits provided in connection with Executive's termi11ation under this Agreement shall be conditioned on exempt from Section 409A to the submission by Executive of all expense reports reasonably required by Employer under maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any applicable expense reimbursement policy, and shall event be paid to Executive within 30 days following receipt of such expense reports, but in provided no event later than the last day of Executive's 2nd taxable year following the taxable year in which Executive's termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in connection with Executive's termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section l.409A-l(b)(4), Treasury Regulation Section l.409A-l{b)(9)(iii), or any other applicable exemption and Executive is, at the time of Executive's termination, a "specified employee," as defined in Treasury Regulation Section l.409A-I (i), each such payment or benefit will not be provided until the first regularly scheduled payroll date that occurs on or after the date six (6) months and one (1) day following Executive's termination and, on such date (or, if earlier, another date that occurs as soon as practicable after Executive's death), Executive will receive all payments and benefits that would have been provided during such period in a single lump sum, if applicable. In addition, notwithstanding any other provision herein to the contrary, to the extent that any reimbursements or in-kind benefits under this Agreement or otherwise constitute non- exempt "nonqualified deferred compensation" within the meaning of Section 409A, then any such reimbursements and/or benefits (i) shall be made or provided promptly but no later than December 31st of the calendar year following the calendar year in which Executive the expense was incurred by Executive, (ii) shall not in any way affect the reimbursable expense. Any amount of OocuSign Envelope ID: AE44FA8A-DECF-41DD-ACE9-CD05A9F3BTTC expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant benefits to this Agreement be provided in any other calendar year, and (iii) shall not be subject to liquidation or exchange for any other another benefit.

Code Section 409A. This Notwithstanding any provision of this Separation Agreement is intended to the contrary, this Separation Agreement will be construed, administered or deemed amended as necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, and under no circumstances shall be interpreted and construed consistently with such intent. the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this Separation Agreement, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Separation Agreement are also intended to be exempt from Code Section 409A of the Code to the maximum extent possible, under either first, to the separation pay exemption pursuant extent such payments are scheduled to Treasury regulation §1.409A-1(b)(9)(iii) or be paid and are in fact paid during the short-term deferral period, as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and then under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and for such purposes, this purpose each payment to Executive under this Agreement shall be considered a separate payment. In payment such that the event determination of whether a payment qualifies as a short-term deferral shall be made without regard to whether other payments so qualify and the terms determination of this Agreement would subject Executive whether a payment qualifies under the separation pay exemption shall be made without regard to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreementpayments which qualify as short-term deferrals. To the extent any amounts under this Separation Agreement are payable by reference to Executive’s “termination of employment,” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A of the Code. 409A. Notwithstanding any other provision in this Separation Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and if Executive is a “specified employee (within the meaning of employee,” as defined in Section 409A of the Code) , as of the date of Executive’s separation from service, each such then to the extent any amount payable under this Separation Agreement (i) constitutes the payment that of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Separation Agreement would have been paid be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (ia) the first day six-month anniversary of the seventh month following Executive’s separation from service or (iib) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended Notwithstanding any provision of this February 28, 2014 Release to the contrary, this February 28, 2014 Release will be construed, administered or deemed amended as necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to avoid taxation under Code Section 409A(a)(1) to the extent subject to Code Section 409A. However, and under no circumstances shall be interpreted and construed consistently with such intent. the Company, Western Union, or their subsidiaries or Affiliates or any of their employees, officers, directors, service providers or agents have any liability to Executive for any taxes, penalties or interest due on amounts paid or payable under this February 28, 2014 Release, including any taxes, penalties or interest imposed under Code Section 409A. The payments to Executive pursuant to this Agreement February 28, 2014 Release are also intended to be exempt from Code Section 409A of the Code to the maximum extent possible, under either first, to the separation pay exemption pursuant extent such payments are scheduled to Treasury regulation §1.409A-1(b)(9)(iii) or be paid and are in fact paid during the short-term deferral period, as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and then under the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii), and for such purposes, this purpose each payment to Executive under this Agreement shall be considered a separate payment. In payment such that the event determination of whether a payment qualifies as a short-term deferral shall be made without regard to whether other payments so qualify and the terms determination of this Agreement would subject Executive whether a payment qualifies under the separation pay exemption shall be made without regard to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreementpayments which qualify as short-term deferrals. To the extent any amounts under this Agreement February 28, 2014 Release are payable by reference to Executive’s “termination of employment” or “separation from employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A of the Code. 409A. Notwithstanding any other provision in this AgreementFebruary 28, to the extent any payments hereunder constitutes nonqualified deferred compensation2014 Release, within the meaning of Section 409A, and if Executive is a “specified employee (within the meaning of employee,” as defined in Section 409A of the Code) , as of the date of Executive’s separation from service, each such then to the extent any amount payable under this February 28, 2014 Release (i) constitutes the payment that of nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this February 28, 2014 Release would have been paid be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (ia) the first day six-month anniversary of the seventh month following Executive’s separation from service or (iib) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to comply with the requirements of Code Section 409A of and the Codeinterpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. This Agreement shall be construed and interpreted and construed consistently with such intent. The payments to Executive pursuant to Each payment under Section 11 of this Agreement are also or any Corporation benefit plan is intended to be exempt from treated as one of a series of separate payments for purposes of Code Section 409A of and Treasury Regulation §1.409A-2(b)(2)(iii). Any payment under Section 10 that is subject to Code Section 409A and not exempt under the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4)deferral rule, and for such purposeswill not be made before the date that is six (6) months after the date of termination or, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”)if earlier, the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that death (the “Six-Month Delay Rule”) if Executive is payable upon Executive’s separation from service a Specified Employee (as defined below) as of his termination of employment. Payments to which Executive otherwise would be entitled during the first six (6) months following his termination of employment (the “Six-Month Delay”) will be accumulated and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) on the first day of the seventh month following his termination of employment. Notwithstanding the Six-Month Delay Rule, to the maximum extent permitted under Code Section 409A and Treasury Regulation §1.409A-1(b)(9)(iii) (or any similar or successor provisions), during the Six-Month Delay and as soon as practicable after satisfaction of Section 13 of this Agreement, the Corporation will pay Executive an amount equal to the lesser of (A) the total severance scheduled to be provided under Section 10 above, or (B) two times the lesser of (1) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which Executive’s separation from service or termination of employment occurs, and (ii2) the date sum of Executive’s death. Any reimbursement payable annualized compensation based upon the annual rate of pay for services provided to the Corporation for the taxable year of Executive preceding the taxable year of Executive in which his termination of employment occurs; provided that amounts paid under this sentence will count toward, and will not be in addition to, the total payment amount required to be made to Executive pursuant by the Corporation under Section 10 above. For purposes of this Agreement, the term “Specified Employee” has the meaning given to this Agreement shall that term in Code Section 409A and Treasury Regulation §1.409A-1(i) (or other similar or successor provisions). The Corporation’s “specified employee identification date” (as described in Treasury Regulation §1.409A-1(i)(3) or any similar or successor provisions) will be conditioned on the submission by Executive December 31 of all expense reports reasonably required by Employer under any applicable expense reimbursement policyeach year, and shall the Corporation’s “specified employee effective date” (as described in Treasury Regulation §1.409A-1(i)(4) or any similar or successor provisions) will be paid to Executive within 30 days following receipt April 1 of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar each succeeding year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to comply with the requirements of Code Section 409A of and the Codeinterpretative guidance in effect thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. This Agreement shall be construed and interpreted and construed consistently with such intent. The payments to Executive pursuant to Each payment under Section 11 of this Agreement are also or any Corporation benefit plan is intended to be exempt from treated as one of a series of separate payments for purposes of Code Section 409A of and Treasury Regulation §1.409A-2(b)(2)(iii). Any payment under Section 10 that is subject to Code Section 409A and not exempt under the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4)deferral rule will not be made before the date that is six (6) months after the date of termination or, and for such purposesif earlier, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from servicedeath (the “Six-Month Delay Rule”), each such payment that if Executive is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary a Specified Employee (as defined below) as of Executive’s separation from service, shall termination of employment. Payments to which Executive otherwise would be delayed until entitled during the earlier to occur first six (6) months following termination of employment (ithe “Six-Month Delay”) will be accumulated and paid on the first day of the seventh month following Executive’s separation from service termination of employment. Notwithstanding the Six-Month Delay Rule, to the maximum extent permitted under Code Section 409A and Treasury Regulation §1.409A-1(b)(9)(iii) (or any similar or successor provisions), during the Six-Month Delay and as soon as practicable after satisfaction of Section 13 of this Agreement, the Corporation will pay Executive an amount equal to the lesser of (A) the total severance scheduled to be provided under Section 10 above, or (iiB) two times the lesser of (1) the date maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which Executive’s termination of employment occurs, and (2) the sum of Executive’s death. Any reimbursement payable annualized compensation based upon the annual rate of pay for services provided to the Corporation for the taxable year of Executive preceding the taxable year of Executive in which Executive’s termination of employment occurs; provided that amounts paid under this sentence will count toward, and will not be in addition to, the total payment amount required to be made to Executive pursuant by the Corporation under Section 10 above. For purposes of this Agreement, the term “Specified Employee” has the meaning given to this Agreement shall that term in Code Section 409A and Treasury Regulation §1.409A-1(i) (or other similar or successor provisions). The Corporation’s “specified employee identification date” (as described in Treasury Regulation §1.409A-1(i)(3) or any similar or successor provisions) will be conditioned on the submission by Executive December 31 of all expense reports reasonably required by Employer under any applicable expense reimbursement policyeach year, and shall the Corporation’s “specified employee effective date” (as described in Treasury Regulation §1.409A-1(i)(4) or any similar or successor provisions) will be paid to Executive within 30 days following receipt April 1 of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar each succeeding year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to be exempt from or comply with the requirements of Section 409A 409A(a)(2), (3) and (4) of the Code, including current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax under such Code Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. Each payment or benefit made pursuant to Section 11(a) of this Agreement shall be interpreted and construed consistently with such intent. The deemed to be a separate payment for purposes of Code Section 409A. In addition, payments to Executive or benefits pursuant to this Agreement are also intended to Section 11(a) shall be exempt from the requirements of Code Section 409A of the Code to the maximum extent possible, under either the separation pay exemption possible as “short-term deferrals” pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or Regulation Section 1.409A‑1(b)(4), as short-term deferrals involuntary separation pay pursuant to Treasury regulation §1.409A-1(b)(4Regulation Section 1.409A‑1(b)(9)(iii), and/or under any other exemption that may be applicable, and for such purposes, each payment to Executive under this Agreement shall be considered a separate paymentconstrued accordingly. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to To the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference required to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of delayed under Code Section 409A, such amounts are intended to be and should be considered for purposes of Code Section 409A as separate payments from the amounts that are not required to be delayed. Notwithstanding anything herein to the contrary, if Executive is considered a “specified employee employee” (within the meaning of as defined in Treasury Regulation Section 409A of the Code1.409A‑1(i)) as of the date Termination Date, then no payments of Executive’s separation from service, each such payment that is deferred compensation subject to Code Section 409A and payable upon due to Executive’s separation from service and would have been paid prior to shall be made under this Agreement before the six-month anniversary of first business day that is six (6) months after the Termination Date (or upon Executive’s separation from servicedeath, shall if earlier) (the “Specified Period”). Any deferred compensation payments that would otherwise be delayed until required to be made to Executive during the earlier Specified Period will be accumulated by the Company and paid to occur of (i) Executive on the first day after the end of the seventh month following Executive’s separation from service or (ii) Specified Period. The foregoing restriction on the date payment of Executive’s death. Any reimbursement payable amounts to Executive pursuant during the Specified Period will not apply to the payment of employment taxes. In the event that the interpretation or requirements of Code Section 409A change during the Term, the parties agree to amend this Agreement shall be conditioned on Agreement, only as necessary, to comply with any such change, if and to the submission extent such an amendment is permitted by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.Code Section 409A.

Code Section 409A. This Agreement is intended to comply comply, and shall be administered consistently in all respects, with the requirements of Code Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the regulations and additional guidance promulgated thereunder, to the extent applicable. In this connection, the Company shall be interpreted and construed consistently have authority to take any action, or refrain from taking any action, with such intent. The payments to Executive pursuant respect to this Agreement are also intended that is reasonably necessary to be exempt from ensure compliance with Code Section 409A (provided that the Company shall choose the action that best preserves the value of the Code payments and benefits provided to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement that is consistent with Code Section 409A), and the parties agree that this Agreement shall be considered interpreted in a separate payment. manner that is consistent with Code Section 409A. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A furtherance, but not in limitation of the Code foregoing: (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that a) in no event shall may Executive designate, directly or indirectly, the Company calendar year of any payment to be responsible for any 409A Penalties made hereunder; (b) in the event that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s Executive is a “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,specified employee” within the meaning of Code 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 Date of Termination shall be delayed and all such delayed payments shall be paid in full in the Code. Notwithstanding seventh (7th) month after the Executive's termination of employment or, if earlier, upon the Executive's death, provided that the above delay shall not apply to any payment that is excepted from coverage by Code Section 409A, such as a payment covered by the short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4); (c) notwithstanding any other provision in of this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensationa termination, resignation or retirement of Executive's employment hereunder, shall mean, and be interpreted consistent with, a “separation from service” within the meaning of Code Section 409A, and Executive “Date of Termination,” for purposes of determining the date that any payment or benefit is a specified employee (required to be provided hereunder, shall be deemed to mean the date of Executive's separation from service within the meaning of Code Section 409A 409A; (d) with respect to any reimbursement of fees and expenses, or similar payments or any in-kind benefits, the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, following shall be delayed until the earlier to occur of apply: (i) the first day of the seventh month following unless a specific time period during which such expense reimbursements and payments may be incurred is provided for herein, such time period shall be deemed to be Executive’s separation from service or 's lifetime; (ii) the date amount of Executive’s death. Any expenses eligible for reimbursement payable hereunder, or in-kind benefits to which Executive pursuant is entitled hereunder, in any particular year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other year; (ii) the right to this Agreement reimbursement of expenses or in-kind benefits shall not be subject to liquidation or exchange for any other benefit; (iii) the reimbursement of an eligible expense or a payment shall be conditioned made on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than or before the last day of the calendar year following the calendar year in which Executive the expense was incurred or the reimbursable expensepayment was remitted, as the case may be.” Please indicate your acceptance of, and agreement to, this amendment by signing this letter in the space provided below. Any amount of expenses eligible for reimbursementSincerely, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.Valero Energy Corporation By:

Code Section 409A. This Agreement is intended to comply comply, and shall be administered consistently in all respects, with the requirements of Code Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the regulations and additional guidance promulgated thereunder, to the extent applicable. In this connection, the Company shall be interpreted and construed consistently have authority to take any action, or refrain from taking any action, with such intent. The payments to Executive pursuant respect to this Agreement are also intended that is reasonably necessary to be exempt from ensure compliance with Code Section 409A (provided that the Company shall choose the action that best preserves the value of the Code payments and benefits provided to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement that is consistent with Code Section 409A), and the parties agree that this Agreement shall be considered interpreted in a separate payment. manner that is consistent with Code Section 409A. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A furtherance, but not in limitation of the Code foregoing: (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that a) in no event shall may Executive designate, directly or indirectly, the Company calendar year of any payment to be responsible for any 409A Penalties made hereunder; (b) in the event that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s Executive is a “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,specified employee” within the meaning of Code 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 Date of Termination shall be delayed and all such delayed payments shall be paid in full in the Code. Notwithstanding seventh (7th) month after the Executive's termination of employment or, if earlier, upon the Executive's death, provided that the above delay shall not apply to any payment that is excepted from coverage by Code Section 409A, such as a payment covered by the short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4); (c) notwithstanding any other provision in of this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensationa termination, resignation or retirement of Executive's employment hereunder, shall mean, and be interpreted consistent with, a “separation from service” within the meaning of Code Section 409A, and Executive “Date of Termination,” for purposes of determining the date that any payment or benefit is a specified employee (required to be provided hereunder, shall be deemed to mean the date of Executive's separation from service within the meaning of Code Section 409A 409A; (d) with respect to any reimbursement of fees and expenses, or similar payments or any in-kind benefits, the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, following shall be delayed until the earlier to occur of apply: (i) the first day of the seventh month following unless a specific time period during which such expense reimbursements and payments may be incurred is provided for herein, such time period shall be deemed to be Executive’s separation from service or 's lifetime; (ii) the date amount of Executive’s death. Any expenses eligible for reimbursement payable hereunder, or in-kind benefits to which Executive pursuant is entitled hereunder, in any particular year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other year; (ii) the right to this Agreement reimbursement of expenses or in-kind benefits shall not be subject to liquidation or exchange for any other benefit; (iii) the reimbursement of an eligible expense or a payment shall be conditioned made on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than or before the last day of the calendar year following the calendar year in which Executive the expense was incurred or the reimbursable expensepayment was remitted, as the case may be.” Please indicate your acceptance of, and agreement to, this amendment by signing this letter in the space provided below. Any amount of expenses eligible for reimbursementSincerely, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.Valero Energy Corporation By: _____________________________ R. Xxxxxxx Xxxxxxxxx Senior Vice President Human Resources AGREED AND ACCEPTED: ________________________

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §§ 1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or (iiB) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer Company under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to comply with the requirements For purposes of Section 409A of the Code, the regulations and shall be interpreted other guidance there under and construed consistently with such intent. The payments to Executive any state law of similar effect (collectively “Section 409A”), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. Further (i) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or benefits, are also considered deferred compensation under Section 409A, will be paid or otherwise provided until Executive has had a “separation from service” within the meaning of Section 409A, (ii) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §Regulation Section 1.409A-1(b)(9)(iii) will be paid or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to otherwise provided until Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (has had an “409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “involuntary separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is (iii) in the case of (i) and (ii), any reference in this Agreement to “termination” or “termination of employment” or any similar term shall be construed to mean a specified employee (“separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the Code) as payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive’s termination under this Agreement and provided on or before the 15th day of the date 3rd month following the end of Executive’s separation from service, each such payment that is payable upon first tax year in which Executive’s separation from service and would have been paid prior to termination occurs or, if later, the six-15th day of the 3rd month anniversary following the end of the Company’s first tax year in which Executive’s separation from servicetermination occurs, shall be delayed until exempt from Section 409A to the earlier maximum extent permitted pursuant to occur of (iTreasury Regulation Section 1.409A-1(b)(4) the first day of the seventh month following and any additional payments or benefits provided in connection with Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to termination under this Agreement shall be conditioned on exempt from Section 409A to the submission by Executive of all expense reports reasonably required by Employer under maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any applicable expense reimbursement policy, and shall event be paid to Executive within 30 days following receipt of such expense reports, but in provided no event later than the last day of Executive’s 2nd taxable year following the taxable year in which Executive’s termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in connection with Executive’s termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Executive is, at the time of Executive’s termination, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such payment or benefit will not be provided until the first regularly scheduled payroll date that occurs on or after the date six (6) months and one (1) day following Executive’s termination and, on such date (or, if earlier, another date that occurs as soon as practicable after Executive’s death), Executive will receive all payments and benefits that would have been provided during such period in a single lump sum, if applicable. In addition, notwithstanding any other provision herein to the contrary, to the extent that any reimbursements or in-kind benefits under this Agreement or otherwise constitute non- exempt “nonqualified deferred compensation” within the meaning of Section 409A, then any such reimbursements and/or benefits (i) shall be made or provided promptly but no later than December 31st of the calendar year following the calendar year in which Executive the expense was incurred by Executive, (ii) shall not in any way affect the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant benefits to this Agreement be provided in any other calendar year, and (iii) shall not be subject to liquidation or exchange for any other another benefit.

Code Section 409A. This Agreement Notwithstanding any provision to the contrary in the Agreement, if Executive is intended deemed by the Company at the time of Executive’s Separation from Service to comply with the requirements be a “specified employee” for purposes of Section 409A 409A(a)(2)(B)(i) of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A the extent delayed commencement of any portion of the Code benefits to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to which Executive is entitled under this Agreement shall be considered is required in order to avoid a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties prohibited distribution under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code. Notwithstanding any other provision in this Agreement, such portion of Executive’s benefits shall not be provided to Executive prior to the extent any payments hereunder constitutes nonqualified deferred compensation, within earlier of (a) the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A expiration of the Code) as of six-month period measured from the date of Executive’s separation Separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service Service or (iib) the date of Executive’s death. Any reimbursement Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4 shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. To the extent that any reimbursements payable to Executive pursuant to this Agreement shall be conditioned on are subject to the submission by provisions of Section 409A of the Code, any reimbursements payable to Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day December 31 of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any cost was incurred, the amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar reimbursed in one year shall not affect the amount of expenses eligible for reimbursementreimbursement in any subsequent year, or in-kind benefit to be provided, during any other calendar year. The and Executive’s right to any reimbursement or in-kind benefit pursuant to under this Agreement shall will not be subject to liquidation or exchange for any other another benefit. For purposes of Section 409A of the Code, Executive’s right to receive the payments of compensation pursuant to the Agreement shall be treated as a right to receive a series of separate payments and accordingly, each payment shall at all times be considered a separate and distinct payment.

Code Section 409A. This The intent of the parties is that payments and benefits under this Agreement is intended to (including all attachments, exhibits and annexes) be exempt from or comply with the requirements of Section 409A of the CodeInternal Revenue Code of 1986, and to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and construed consistently be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A, Executive shall not be considered to have terminated employment with such intent. The payments the Employer for purposes of this Agreement, and no payment shall be due to Executive under this Agreement, until Executive would be considered to have incurred a “separation from service” from the Employer within the meaning of Code Section 409A. Each amount to be paid or benefit to be provided to Executive pursuant to this Agreement are also intended that constitutes deferred compensation subject to be exempt from Code Section 409A shall be construed as a separate identified payment for purposes of the Code Section 409A. Notwithstanding anything to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision contrary in this Agreement, to the extent that any payments hereunder constitutes nonqualified deferred compensation, within to be made to the meaning Executive upon his or her separation from service would result in the imposition of Section 409A, and Executive is a specified employee (within the meaning of any individual penalty tax imposed under Code Section 409A of the Code) as of the date by reason of Executive’s separation from service, each such status as a “specified employee,” the payment that is payable upon Executive’s separation from service and would have been paid prior to shall instead be made on the six-month anniversary of Executive’s separation from service, shall be delayed until first business day after the earlier to occur of (i) the first day of the seventh month date that is six months following Executive’s such separation from service or and (ii) the date of Executive’s death. Any To the extent that the Agreement provides for the reimbursement payable to Executive pursuant to this Agreement of specified expenses incurred by the Executive, such reimbursement shall be conditioned on made in accordance with the submission by Executive provisions of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reportsthe Agreement, but in no event later than the last day of the calendar Executive’s taxable year following the calendar taxable year in which Executive incurred the reimbursable expenseexpense was incurred. Any The amount of expenses eligible for reimbursement, reimbursement or in-kind benefit provided, during a calendar benefits provided by the Employer in any taxable year of the Executive shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit benefits to be provided, during reimbursed or provided in any other calendar yearyear (except in the case of maximum benefits to be provided under a medical reimbursement arrangement, if applicable). The right to any reimbursement or in-kind benefit pursuant to parties have executed this Agreement shall not be subject effective as the Effective Date. EMPLOYER: Stillwater Mining Company /s/ Xxxxx Xxxxxxxxxx Xxxxx Xxxxxxxxxx Chairman of the Board EXECUTIVE: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx EXHIBIT A Employer authorizes Executive to liquidation or exchange for any other benefit.serve on the follow Boards of Directors on the dates listed below: Organization Date Authorized by Employer Nevada Iron Limited the Effective Date New Xxxxx Minerals Limited the Effective Date

Code Section 409A. This Agreement is intended to be exempt from or comply with the requirements of Section 409A 409A(a)(2), (3) and (4) of the Code, including current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax under such Code Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. Each payment or benefit made pursuant to Section 11(a) of this Agreement shall be interpreted and construed consistently with such intent. The deemed to be a separate payment for purposes of Code Section 409A. In addition, payments to Executive or benefits pursuant to this Agreement are also intended to Section 11(a) shall be exempt from the requirements of Code Section 409A of the Code to the maximum extent possible, under either the separation pay exemption possible as “short-term deferrals” pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or Regulation Section 1.409A-1(b)(4), as short-term deferrals involuntary separation pay pursuant to Treasury regulation §1.409A-1(b)(4Regulation Section 1.409A-1(b)(9)(iii), and/or under any other exemption that may be applicable, and for such purposes, each payment to Executive under this Agreement shall be considered a separate paymentconstrued accordingly. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to To the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference required to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of delayed under Code Section 409A, such amounts are intended to be and should be considered for purposes of Code Section 409A as separate payments from the amounts that are not required to be delayed. Notwithstanding anything herein to the contrary, if Executive is considered a “specified employee employee” (within the meaning of as defined in Treasury Regulation Section 409A of the Code1.409A-1(i)) as of the date Termination Date, then no payments of Executive’s separation from service, each such payment that is deferred compensation subject to Code Section 409A and payable upon due to Executive’s separation from service and would have been paid prior to shall be made under this Agreement before the six-month anniversary of first business day that is six (6) months after the Termination Date (or upon Executive’s separation from servicedeath, shall if earlier) (the “Specified Period”). Any deferred compensation payments that would otherwise be delayed until required to be made to Executive during the earlier Specified Period will be accumulated by the Company and paid to occur of (i) Executive on the first day after the end of the seventh month following Executive’s separation from service or (ii) Specified Period. The foregoing restriction on the date payment of Executive’s death. Any reimbursement payable amounts to Executive pursuant during the Specified Period will not apply to the payment of employment taxes. In the event that the interpretation or requirements of Code Section 409A change during the Term, the parties agree to amend this Agreement shall be conditioned on Agreement, only as necessary, to comply with any such change, if and to the submission extent such an amendment is permitted by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.Code Section 409A.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii1.409A-1(b)(9) (iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Award and Agreement is are intended to comply with the requirements of Code Section 409A of the Code, or an exemption therefrom and shall be construed and interpreted and construed consistently in a manner that is consistent with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and requirements for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to avoiding additional taxes or penalties under Code Section 409A. Notwithstanding any other provision of the Agreement, any distributions or payments due hereunder that are subject to Code Section 409A may only be made upon an event and in a manner permitted by Code Section 409A. “Termination of the employment” or words of similar import used in this Agreement shall mean, with respect to any payments of deferred compensation subject to Code (Section 409A, a “409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms separation from service” as defined in Code Section 409A. Each payment of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable compensation under this Agreement, including installment payments, shall be treated as a separate payment of compensation for purposes of applying Code Section 409A. Except as provided in Section 6 of this Agreement, Grantee may not, directly or indirectly, designate the calendar year of settlement, distribution or payment. To the extent any amounts under this Agreement are payable by reference that an Award is or becomes subject to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive Grantee is a specified employee Specified Employee (within the meaning of Code Section 409A 409A) who becomes entitled to a distribution on account of the Code) as of the date of Executive’s a separation from service, each such no payment that shall be made before the date which is payable upon Executivesix (6) months after the date of the Grantee’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from serviceor, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) if earlier, the date of ExecutiveGrantee’s deathdeath (the “Delayed Payment Date”), and the accumulated amounts shall be distributed or paid in a lump sum payment on the Delayed Payment Date. Any reimbursement payable to Executive pursuant to Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, comply with Code Section 409A and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation liable for all or exchange for any taxes, penalties, interest or other benefit.expenses that may be incurred by the Grantee on account of non-compliance with Code Section 409A.

Code Section 409A. This Agreement is and the Restricted Stock Units and Dividend Equivalents granted hereunder are intended to comply with Section 409A of the requirements Code in both form and operation so that the additional taxes imposed by Section 409A of the Code will not apply, and any ambiguities herein shall be interpreted, to the extent possible, in a manner consistent therewith. For purposes of Section 409A of the Code, and shall be interpreted and construed consistently each payment due with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code respect to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement grant of Restricted Stock Units hereunder shall be considered a separate payment. In payment and the event the terms Participant’s entitlement to a series of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, payments with respect to the extent possible; provided that in no event shall the Company grant of Restricted Stock Units hereunder is to be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreementtreated as an entitlement to a series of separate payments. To the extent any amounts Any payments to be made under this Agreement are payable by reference to Executiveas a result of the Participant’s “termination of employment” employment shall only be made if such term and similar terms shall be deemed to refer to Executive’s termination of employment constitutes a “separation from service,” within the meaning of Treasury Regulation Section 409A 1.409A-1(h) (“Separation from Service”). Any provision of the Code. Notwithstanding any other provision in this Agreement, Agreement to the extent any payments hereunder constitutes nonqualified deferred compensationcontrary notwithstanding, if the Participant is a “specified employee” within the meaning of Treasury Regulation Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code1.409A-1(i) as of the date of Executivehis or her Separation from Service, any payment to be made under this Agreement upon such Separation from Service will not be paid until six months after the date of the Participant’s separation Separation from serviceService (or, each if earlier, the date of the Participant’s death). In such case, any payment that is payable upon Executive’s separation from service and would have been so delayed shall be paid prior to in a single lump sum on the sixfirst 023944.008668 23470646.4 business day following the sixth-month anniversary of Executivethe Participant’s separation Separation from serviceService (or, if earlier, upon the Participant’s death). None of the Company or its Affiliates shall be delayed until liable to the earlier Participant for any payment made under this Agreement or with respect to occur of (i) the first day any Restricted Stock Unit, which is determined to result in an additional tax, penalty or interest under Section 409A of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to Code, nor for reporting, in good faith, any payment made under this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer or with respect to any Restricted Stock Unit as an amount includible in gross income under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day Section 409A of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefitCode.

Code Section 409A. This Agreement It is intended that this Agreement and the payments hereunder will, to comply with the requirements of fullest extent possible, be exempt from Code Section 409A of the Code409A, and the Agreement shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code that end to the maximum fullest extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”)regard, the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penaltiesit is intended that, to the extent possible; , the maximum amount of severance pay possible be exempt from Code Section 409A as separation pay upon involuntary separation from service under Treas. Regs. Section 1.409A-1(b)(9)(iii). However, to the extent that any payment or benefit (or portion thereof) provided pursuant to this Agreement is determined to be subject to Code Section 409A, this Agreement shall be interpreted in a manner that complies with Code Section 409A to the fullest extent possible. If payment or provision of any amount or benefit hereunder at the time specified in no event this Agreement would subject such amount or benefit to any tax under Code Section 409A, the payment or provision of such amount or benefit shall be postponed to the Company earliest commencement date on which the payment or the provision of such amount or benefit could be responsible made without incurring such tax (including paying any severance that is delayed in a lump sum upon the earliest possible payment date which is consistent with Code Section 409A). A termination of employment shall not be deemed to have occurred for any 409A Penalties that arise in connection with any amounts payable under purposes of this Agreement. To , unless such termination is also a “separation from service” within the extent any amounts under meaning of Code Section 409A. For purposes of this Agreement are payable by reference Agreement, references to Executive’s a “termination,” “termination of employment” such term and similar or like terms shall be deemed to refer to Executive’s mean such “separation from service,.” Notwithstanding anything to the contrary in this Agreement, if at the time of Employee’s separation from service from the Trust, the Trust has shares which are publicly-traded on an established securities market and Employee is a “specified employee” within the meaning of Code Section 409A of 409A, then no payment, compensation, benefit or entitlement payable or provided to the Code. Notwithstanding any other provision Employee in this Agreementconnection with his separation from service that is determined, in whole or in part, to the extent any payments hereunder constitutes constitute a payment of nonqualified deferred compensation, compensation within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Code Section 409A shall be paid or provided to Employee before the earlier of (A) Employee’s death or (B) the Codeday that is six (6) as of months after the date of Executive’s separation from service, each such payment that is payable upon Executive’s his separation from service date (the “New Payment Date”). The aggregate of any payments, compensation, benefits and entitlements that otherwise would have been paid prior to Employee during the six-month anniversary period between the date of Executive’s his separation from service, service date and the New Payment Date shall be delayed until paid to Employee in a lump sum on such New Payment Date. Thereafter, any payments, compensation, benefits and entitlements that remain outstanding as of the earlier day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement. With regard to occur any provision herein that provides for reimbursement of expenses that are not excluded from Employee’s taxable income and are nonqualified deferred compensation subject to Section 409A, then except as otherwise permitted by Section 409A (i) the first day of the seventh month following Executive’s separation from service right to reimbursement shall not be subject to liquidation or exchange for another benefit; (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit benefits to be provided, during in any other calendar taxable year; and (iii) such payments shall be made, as soon as practicable, but in any case on or before the last day of Employee’s taxable year following the taxable year in which the expense was incurred. The For purposes of Section 409A, Employee’s right to receive any reimbursement or in-kind benefit installment payments pursuant to this Agreement shall not be subject treated as a right to liquidation or exchange for any other benefitreceive a series of separate and distinct payments.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii1.409A‑1(b)(9)(iii) or as short-term short‑term deferrals pursuant to Treasury regulation §1.409A-1(b)(41.409A‑1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month six‑month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind in‑kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind in‑kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind in‑kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement To the extent applicable, this Release shall be interpreted in accordance with Section 409A of the Code, and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Release is intended ambiguous as to comply its compliance with Section 409A of the requirements Code, the provision shall be read in such a |US-DOCS\148093130.1|| manner that no payments payable under this Release shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. For purposes of Section 409A of the Code, and the right to a series of installment payments under this Release shall be interpreted and construed consistently with such intenttreated as a right to a series of separate payments. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms For purposes of this Agreement would subject Executive Release, all references to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to ExecutiveEmployee’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s mean his “separation from service,” within the meaning of (as defined in Treasury Regulation Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death1.409A-1(h)). Any reimbursement of expenses or in-kind benefits payable to Executive pursuant to under this Agreement Release shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than on or before the last day of the calendar Employee’s taxable year following the calendar taxable year in which Executive Employee incurred the reimbursable expenseexpenses. Any The amount of expenses eligible for reimbursement, reimbursed or in-kind benefit provided, during a calendar benefits payable in one year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant benefits payable in any other taxable year of Employee’s, and Employee’s right to this Agreement reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit. The parties acknowledge that the Termination Date will constitute the date of Employee’s involuntary “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)).

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment that is conditioned upon Executive’s execution of a release and that is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or and (iiB) the date of Executive’s death. , if such delay is legally required to comply with Section 409A. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement is intended to comply with the requirements For purposes of Section 409A of the Code, the regulations and shall be interpreted other guidance thereunder and construed consistently with such intent. The payments to Executive any state law of similar effect (collectively “Section 409A”), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. Further (i) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or benefits, are also considered deferred compensation under Section 409A, will be paid or otherwise provided until Executive has had a “separation from service” within the meaning of Section 409A, (ii) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §Regulation Section 1.409A-1(b)(9)(iii) will be paid or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to otherwise provided until Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (has had an “409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “involuntary separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is (iii) in the case of (i) and (ii), any reference in this Agreement to “termination” or “termination of employment” or any similar term shall be construed to mean a specified employee (“separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the Code) as payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive’s termination under this Agreement and provided on or before the fifteenth day of the date third month following the end of Executive’s separation from service, each such payment that is payable upon first tax year in which Executive’s separation from service and would have been paid prior to termination occurs or, if later, the six-fifteenth day of the third month anniversary following the end of the Company’s first tax year in which Executive’s separation from servicetermination occurs, shall be delayed until exempt from Section 409A to the earlier maximum extent permitted pursuant to occur of (iTreasury Regulation Section 1.409A-1(b)(4) the first day of the seventh month following and any additional payments or benefits provided in connection with Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to termination under this Agreement shall be conditioned on exempt from Section 409A to the submission by Executive of all expense reports reasonably required by Employer under maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any applicable expense reimbursement policy, and shall event be paid to Executive within 30 days following receipt of such expense reports, but in provided no event later than the last day of Executive’s second taxable year following the taxable year in which Executive’s termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in connection with Executive’s termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Executive is, at the time of Executive’s termination, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such payment or benefit will not be provided until the first regularly scheduled payroll date that occurs on or after the date six months and one day following Executive’s termination and, on such date (or, if earlier, another date that occurs as soon as practicable after Executive’s death), Executive will receive all payments and benefits that would have been provided during such period in a single lump sum, if applicable. In addition, notwithstanding any other provision herein to the contrary, to the extent that any reimbursements or in-kind benefits under this Agreement or otherwise constitute non-exempt “nonqualified deferred compensation” within the meaning of Section 409A, then any such reimbursements and/or benefits (A) shall be made or provided promptly but no later than December 31st of the calendar year following the calendar year in which Executive the expense was incurred by Executive, (B) shall not in any way affect the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant benefits to this Agreement be provided in any other calendar year, and (C) shall not be subject to liquidation or exchange for any other another benefit.

Code Section 409A. This Agreement is and the Restricted Stock Units and Dividend Equivalents granted hereunder are intended to comply with Section 409A of the requirements Code in both form and operation so that the additional taxes imposed by Section 409A of the Code will not apply, and any ambiguities herein shall be interpreted, to the extent possible, in a manner consistent therewith. For purposes of Section 409A of the Code, and shall be interpreted and construed consistently each payment due with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code respect to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement grant of Restricted Stock Units hereunder shall be considered a separate paymentpayment and the Participant’s entitlement to a series of payments with respect to the grant of Restricted Stock Units hereunder is to be treated as an entitlement to a series of separate payments. In Any payments to be made under this Agreement as a result of the event Participant’s termination of employment shall only be made if such termination of employment constitutes a “separation from service” within the terms meaning of Treasury Regulation Section 1.409A-1(h) (“Separation from Service”). Any provision of this Agreement would subject Executive to taxes the contrary notwithstanding, if the Participant is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of his or penalties her Separation from Service, any payment to be made under this Agreement upon such Separation from Service will not be paid until six months after the date of the Participant’s Separation from Service (or, if earlier, the date of the Participant’s death). In such case, any payment so delayed shall be paid in a single lump sum on the first business day following the sixth-month anniversary of the Participant’s Separation from Service (or, if earlier, upon the Participant’s death). None of the Company or its Affiliates shall be liable to the Participant for any payment made under this Agreement or with respect to any Restricted Stock Unit, which is determined to result in an additional tax, penalty or interest under Section 409A of the Code (“409A Penalties”)Code, the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penaltiesnor for reporting, to the extent possible; provided that in no event shall the Company be responsible for good faith, any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts payment made under this Agreement are payable by reference or with respect to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of any Restricted Stock Unit as an amount includible in gross income under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.o)

Code Section 409A. This Agreement is intended to comply with be exempt from the requirements of Section 409A 409A(a)(2), (3) and (4) of the Code, including current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. To the extent such potential payments or benefits could become subject to additional tax under such Code Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed and as close as possible to the timing of such benefits proscribed herein. Each payment or benefit made pursuant to Section 11(a) of this Agreement shall be interpreted and construed consistently with such intent. The deemed to be a separate payment for purposes of Code Section 409A. In addition, payments to Executive or benefits pursuant to this Agreement are also intended to Section 11(a) shall be exempt from the requirements of Code Section 409A of the Code to the maximum extent possible, under either the separation pay exemption possible as “short-term deferrals” pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or Regulation Section 1.409A-1(b)(4), as short-term deferrals involuntary separation pay pursuant to Treasury regulation §1.409A-1(b)(4Regulation Section 1.409A-1(b)(9)(iii), and/or under any other exemption that may be applicable, and for such purposes, each payment to Executive under this Agreement shall be considered a separate paymentconstrued accordingly. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to To the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference required to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of delayed under Code Section 409A, such amounts are intended to be and should be considered for purposes of Code Section 409A as separate payments from the amounts that are not required to be delayed. Notwithstanding anything herein to the contrary, if Executive is considered a “specified employee employee” (within the meaning of as defined in Treasury Regulation Section 409A of the Code1.409A-1(i)) as of the date Termination Date, then no payments of Executive’s separation from service, each such payment that is deferred compensation subject to Code Section 409A and payable upon due to Executive’s separation from service and would have been paid prior to shall be made under this Agreement before the six-month anniversary of first business day that is six (6) months after the Termination Date (or upon Executive’s separation from servicedeath, shall if earlier) (the “Specified Period”). Any deferred compensation payments that would otherwise be delayed until required to be made to Executive during the earlier Specified Period will be accumulated by the Company and paid to occur of (i) Executive on the first day after the end of the seventh month following Executive’s separation from service or (ii) Specified Period. The foregoing restriction on the date payment of Executive’s death. Any reimbursement payable amounts to Executive pursuant during the Specified Period will not apply to the payment of employment taxes. In the event that the interpretation or requirements of Code Section 409A change during the Term, the parties agree to amend this Agreement shall be conditioned on Agreement, only as necessary, to comply with any such change, if and to the submission extent such an amendment is permitted by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.Code Section 409A.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement ​ are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or (iiB) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.. To the extent that the Severance Payment payable hereunder is deemed to be a substitute for a payment provided under another agreement with the Executive, then the Severance Payment payable hereunder shall be paid at the same time and in the same form as such substituted payment to the extent required to comply with Section 409A of the Code. ​ ​

Code Section 409A. This Agreement It is intended to that this Agreement shall comply with Code Section 409A. Notwithstanding any other provision in this Agreement to the requirements contrary, if Executive is considered a “specified employee” within the meaning of Code Section 409A (as determined in accordance with the methodology established by the Company as in effect on the date of termination), any payment that constitutes nonexempt “deferred compensation” within the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from meaning of Code Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment that is otherwise due to Executive under this Agreement during the six-month period immediately following Executive’s separation from service (as determined in accordance with Code Section 409A) on account of Executive’s separation from service shall be considered a separate payment. In accumulated and paid to Executive on the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A first business day of the Code seventh month following his Date of Termination (“409A Penalties”), which amount shall accrue interest at the Company and Executive shall cooperate diligently to amend the terms AFR in effect for short-term loans as of the Agreement to avoid Date of Termination, compounded semi-annually, from the Date of Termination through and until such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Codepayment date. Notwithstanding any other provision in this Agreement, Agreement to the extent contrary, any payments hereunder constitutes nonqualified deferred compensation, within the meaning references to termination of Section 409A, employment or Date of Termination shall mean and Executive is a specified employee (within the meaning of Section 409A of the Code) as of refer to the date of Executive’s “separation from service” as that term is defined in Code Section 409A. Executive understands and agrees that entering into this Agreement (including entering into amendments hereto) and receiving the benefits and payments provided under this Agreement may result in unintended, each such payment that adverse tax consequences. Should any payments or benefits payable to Executive under this Agreement subject Executive to any penalties, taxes, interest charges, or other adverse consequences under Code Section 409A (collectively, the “409A Penalties”), then Company and Reserves shall jointly and severally pay, in a cash lump-sum on the date Executive is payable upon Executive’s separation from service and would have been paid prior subject to the six-month anniversary of Executive’s separation from service409A Penalties, shall be delayed until the earlier an additional payment equal to occur of (i) the first day of 409A Penalties (the seventh month following Executive’s separation from service or “409A Gross-Up Payment”) plus (ii) an additional amount equal to all taxes, interest or penalties (including any additional tax, interest or penalties imposed upon the date of Executive’s death. Any reimbursement payable payments contemplated under this clause (ii) that Executive must pay with respect to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in409A Gross-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefitUp Payment).

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts LA\4104371.2 payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.. LA\4104371.2

Code Section 409A. This It is the intent of this Agreement is intended to either meet an exception from or to comply with the requirements of Section 409A of the CodeInternal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered. References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive’s "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive’s separation from service or, if earlier, the date of Executive’s death. The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of Section 409A. Any payment by the Company of such amount shall include a “gross-up” payment, which shall be interpreted the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and construed consistently with interest penalty payable by the Executive on account of the violation of Section 409A. Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such intenttaxes to the taxing authority and no later than the end of Executive’s taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this Agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments to Executive made pursuant to this Agreement are also intended to be exempt from Section 409A will not result in additional taxation of the Code Executive pursuant to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning provisions of Section 409A of the Code. Notwithstanding any other provision in The Executive agrees that he will not withhold his consent under this Section 20 if the proposed amendment does not materially adversely affect the Executive’s rights under this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. This Agreement Notwithstanding any provision to the contrary in the Agreement, if Executive is intended deemed by the Company at the time of Executive’s Separation from Service to comply with the requirements be a “specified employee” for purposes of Section 409A 409A(a)(2)(B)(i) of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A the extent delayed commencement of any portion of the Code benefits to the maximum extent possible, under either the separation pay exemption pursuant which Executive is entitled Back to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive top under this Agreement shall be considered is required in order to avoid a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties prohibited distribution under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code. Notwithstanding any other provision in this Agreement, such portion of Executive’s benefits shall not be provided to Executive prior to the extent any payments hereunder constitutes nonqualified deferred compensation, within earlier of (a) the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A expiration of the Code) as of six-month period measured from the date of Executive’s separation Separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service Service or (iib) the date of Executive’s death. Any reimbursement Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4 shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. To the extent that any reimbursements payable to Executive pursuant to this Agreement shall be conditioned on are subject to the submission by provisions of Section 409A of the Code, any reimbursements payable to Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day December 31 of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any cost was incurred, the amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar reimbursed in one year shall not affect the amount of expenses eligible for reimbursementreimbursement in any subsequent year, or in-kind benefit to be provided, during any other calendar year. The and Executive’s right to any reimbursement or in-kind benefit pursuant to under this Agreement shall will not be subject to liquidation or exchange for any other another benefit. For purposes of Section 409A of the Code, Executive’s right to receive the payments of compensation pursuant to the Agreement shall be treated as a right to receive a series of separate payments and accordingly, each payment shall at all times be considered a separate and distinct payment.

Code Section 409A. This Agreement Unless otherwise expressly provided, any payment of compensation by Company to the Executive, whether pursuant to this Employment Letter or otherwise, shall be made within two and one-half months (2-1/2 months) after the end of the later of the calendar year or the Company’s fiscal year in which the Executive’s right to such payment vests (i.e., is not subject to a substantial risk of forfeiture for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”)). All payments of “nonqualified deferred compensation” (within the meaning of Code Section 409A) are intended to comply with the requirements of Code Section 409A of the Code409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Code Section 409A, and construed consistently with no amount shall be paid prior to the earliest date on which it is permitted to be paid under Code Section 409A. In the event that an amount becomes payable to the Executive after termination of employment, the Company shall determine whether such intentpayment is subject to the requirements of Code Section 409A (a) (2)(A)(i) and Code Section 409A (a)(2)(B)(i) (hereinafter referred to as the “Specified Employee Rule”). The payments Company shall make such determination and provide written notice thereof to the Executive pursuant prior to this Agreement are also intended the earlier of the date that any such amounts would be paid to be exempt from the Executive without regard to Code Section 409A or within thirty (30) days after his termination of employment. Upon the request of the Code Executive, the Company agrees to promptly provide to him such information that the maximum extent possible, under either the separation pay exemption pursuant Executive may reasonably request with regard to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate paymentits determination. In the event that the terms Company determines that an amount payable to the Executive after his termination of this Agreement would employment is subject to the Specified Employee Rule, then no distribution of such amount shall be made to the Executive to taxes on account of his separation from service before the date which is six (6) months after the date of his separation from service (or penalties under Section 409A if earlier, the date of death of the Code (“409A Penalties”), the Company Executive) as and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; required under Code Section 409A. The aggregate amount that would have been payable to the Executive but for the restrictions imposed by the prior sentence shall be paid to the Executive as soon as permitted by Code Section 409A, without the imposition of excise taxes. All expense reimbursement or in-kind benefits provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference or, unless otherwise specified, under any Company program or policy subject to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Code Section 409A of shall comply with the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of following rules: (i) the first day amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the seventh month following Executive’s separation from service or benefits provided during any other year; (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and reimbursements shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day end of the calendar year following the calendar year in which the Executive incurred incurs such expenses, and the reimbursable expense. Any amount Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of expenses eligible for reimbursementsaid period, or in-kind benefit provided, during a calendar year shall not affect and (iii) the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement benefits shall not be subject to liquidation or exchange for any other another benefit.

Code Section 409A. This Agreement is intended to comply with the requirements For purposes of Section 409A of the Code, the regulations and shall be interpreted other guidance there under and construed consistently with such intent. The payments to Executive any state law of similar effect (collectively “Section 409A”), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. Further, (i) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or benefits, are also considered deferred compensation under Section 409A, will be paid or otherwise provided until Executive has had a “separation from service” within the meaning of Section 409A, (ii) no severance or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §Regulation Section 1.409A-1(b)(9)(iii) will be paid or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to otherwise provided until Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (has had an “409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “involuntary separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is (iii) in the case of (i) and (ii), any reference in this Agreement to “termination” or “termination of employment” or any similar term shall be construed to mean a specified employee (“separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the Code) as payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. The Company and Executive agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to Executive. Any severance payments or benefits made in connection with Executive’s termination under this Agreement and provided on or before the 15th day of the date 3rd month following the end of Executive’s separation from service, each such payment that is payable upon first tax year in which Executive’s separation from service and would have been paid prior to termination occurs or, if later, the six-15th day of the 3rd month anniversary following the end of the Company’s first tax year in which Executive’s separation from servicetermination occurs, shall be delayed until exempt from Section 409A to the earlier maximum extent permitted pursuant to occur of (iTreasury Regulation Section 1.409A-1(b)(4) the first day of the seventh month following and any additional payments or benefits provided in connection with Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive pursuant to termination under this Agreement shall be conditioned on exempt from Section 409A to the submission by Executive of all expense reports reasonably required by Employer under maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any applicable expense reimbursement policy, and shall event be paid to Executive within 30 days following receipt of such expense reports, but in provided no event later than the last day of Executive’s 2nd taxable year following the taxable year in which Executive’s termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in connection with Executive’s termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Executive is, at the time of his termination, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such payment or benefit will not be provided until the first regularly scheduled payroll date that occurs on or after the date six (6) months and one (1) day following Executive’s termination and, on such date (or, if earlier, another date that occurs as soon as practicable after Executive’s death), Executive will receive all payments and benefits that would have been provided during such period in a single lump sum, if applicable. In addition, notwithstanding any other provision herein to the contrary, to the extent that any reimbursements or in-kind benefits under this Agreement or otherwise constitute non-exempt “nonqualified deferred compensation” within the meaning of Section 409A, then any such reimbursements and/or benefits (i) shall be made or provided promptly but no later than December 31st of the calendar year following the calendar year in which Executive the expense was incurred by Executive, (ii) shall not in any way affect the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant benefits to this Agreement be provided in any other calendar year, and (iii) shall not be subject to liquidation or exchange for any other another benefit.

Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or (iiB) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.. To the extent that the Severance Payment payable hereunder is deemed to be a substitute for a payment provided under another agreement with the Executive, then the Severance Payment payable hereunder shall be paid at the same time and in the same form as such substituted payment to the extent required to comply with Section 409A of the Code. ​ ​ Exhibit 10.4 ​ [Signature page follows] ​ ​ Exhibit 10.4

Code Section 409A. This Agreement is intended to comply with and the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement hereunder are also intended to be exempt from Section 409A or to satisfy the requirements of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, including published guidance and Executive regulations interpreting such Section, and should be interpreted accordingly. In particular, and without limiting the preceding sentence, if Bank determines Employee is a “specified employee employee” (within the meaning of Section 409A 409A(a)(2)(B)(i) of the CodeCode and determined in accordance with Treas. Reg. § 1.409A-1(i) and Bank’s specified employee identification policy, if any, in effect on the date of Employee’s termination of employment) as of the date of Executive’s separation from servicetermination date, each such then any payment under this Agreement that is treated as deferred compensation payable upon Executiveon account of Employee’s separation from service under Code Section 409A shall be accumulated and would have been paid prior on the date that is six months after the date of separation from service (or Employee’s death, if occurring earlier) (without interest or earnings). Further, any reference to the six-month anniversary “termination of Executive’s employment” shall mean, where applicable, a “separation from service, ” as set forth under Code Section 409A and Treas. Reg. § 1.409A-1(h). Each payment under this Agreement or otherwise (including any installment payments) shall be delayed until treated as a separate payment for purposes of Code Section 409A. In no event may Employee, directly or indirectly, designate the earlier calendar year of any payment to occur be made under this Agreement or otherwise which constitutes a “deferral of (i) compensation” within the first day meaning of Code Section 409A. To the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive extent that any reimbursements made pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under are taxable to Employee, any applicable expense such reimbursement policy, and payment due to Employee shall be paid to Executive within 30 days following receipt of such expense reportsEmployee as promptly as practicable, but and in no event later than all events on or before the last day of the calendar Employee’s taxable year following the calendar taxable year in which Executive incurred the reimbursable expenserelated expense was incurred. Any The reimbursements made pursuant to this Agreement are not subject to liquidation or exchange for another benefit and the amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar such benefits and reimbursements that Employee receives in one taxable year shall not affect the amount of expenses eligible for reimbursementsuch benefits or reimbursements that Employee receives in any other taxable year. In the event that any provision of this Agreement is inconsistent with Code Section 409A or such guidance, then the applicable provisions of Code Section 409A shall supersede such inconsistent provision. Notwithstanding the foregoing, in no event shall any of Bank, Parent, their affiliates or their respective officers, directors, employees, or in-kind benefit agents have any liability for failure of the Agreement to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this satisfy Code Section 409A and none of the foregoing guarantees that the Agreement shall not be subject to liquidation or exchange for any other benefit.complies with Code Section 409A.

Code Section 409A. This It is intended, and this Agreement is intended to will be so construed, that any amounts payable under this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall either be exempt from or comply with the requirements provisions of Section 409A of the CodeCode and the Department of Treasury regulations and other guidance thereunder (collectively, and shall be interpreted and construed consistently with such intent. The payments “Section 409A”) so as not to subject the Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum payment of interest and/or any tax penalty that may be imposed under Section 409A. To the extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to Executive that any compensation payable under this Agreement shall be considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments hereunder constitutes nonqualified deferred compensation, compensation within the meaning of Section 409A, and Executive (i) the provisions of this Agreement that provide for payment of such compensation that is a specified employee (triggered by the Executive’s termination of employment shall be deemed to provide for payment that is triggered only by the Executive’s “separation from service” within the meaning of Treasury Regulation Section §1.409A-1(h) (“Separation from Service”), and (ii) if, on the date of the Executive’s Separation from Service, the Executive is a “specified employee” within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(i) (with such status determined by the Company in accordance with rules established by the Company in writing in advance of the Code“specified employee identification date” that relates to the date of such Separation from Service or in the absence of such rules established by the Company, under the default rules for identifying specified employees under Treasury Regulation Section 1.409A-1(i)) as and to the extent the Company makes a good faith determination that payment of such compensation must be delayed to comply with Code Section 409A(a)(2)(B)(i), payment of such compensation that is triggered by the Executive’s Separation from Service shall be made on the first business day following the six (6) month anniversary of the date of such Separation from Service (provided, however, that if the Executive dies after the date of such Separation from Service, payment will be paid to the Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior estate in a lump sum without regard to the six-month anniversary of Executive’s separation from service, shall be delayed until delay that otherwise applies to specified employees). The Executive acknowledges and agrees that the earlier Company has made no representation to occur of (i) the first day Executive as to the tax treatment of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death. Any reimbursement payable to Executive compensation and benefits provided pursuant to this Agreement and that the Executive is solely responsible for all taxes due with respect to such compensation and benefits.” Except as provided herein, the terms and provisions of your CIC Agreement shall be conditioned on continue in full force and effect, including but not limited to the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but requirement set out in no event later than the last day Section 6(e) of the calendar year following CIC Agreement that you timely execute and not revoke a customary release and covenant-not-to-xxx agreement as a condition to receiving the calendar year in which Severance Benefits. Sincerely, /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Chairman and Chief Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.Officer Accepted and Agreed: /s/ Xxxxxx X. Xxxxxxx 4/7/15 Xxxxxx X. Xxxxxxx

Code Section 409A. This Agreement is intended to be exempt from, or comply with with, the requirements of Section 409A of the Internal Revenue Code, as amended (the “Code”), and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4). For purposes of Section 409A of the Code, and for such purposes, each payment Executive’s right to Executive receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. In To the event extent required to avoid the terms imposition of this Agreement would subject Executive to additional taxes or and penalties under Section 409A of the Code (“409A Penalties”)Code, the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code; provided, however, that a “separation from service” means a separation from service with the Company and all other persons or entities with whom the Company would be considered a single employer under Section 414(b) or 414(c) of the Code, applying the 80% threshold used in such Code sections and the Treasury Regulations thereunder, all within the meaning of Section 409A of the Code. Executive hereby agrees to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitutes constitute nonqualified deferred compensation, within the meaning of Section 409A409A of the Code, then (i) each such payment which is conditioned upon Executive’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that constitutes deferred compensation under Section 409A of the Code and is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of Executive’s separation from service, shall be delayed until the earlier to occur of (iA) the first day of the seventh month following Executive’s separation from service or (iiB) the date of Executive’s death. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.. In no event will Employer be liable for any additional tax, interest or penalties that may be imposed on Executive under Section 409A of the Code or for any damages for failing to comply with Section 409A of the Code