Common use of Code Section 409A Clause in Contracts

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of Code 19.9.2.1 Notwithstanding anything else to the extent subject thereto, and, accordinglycontrary herein, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be provide payments that are exempt from Code Section 409A or in compliance therewith, as applicable. Notwithstanding anything contained herein to In furtherance thereof, if payment or provision of any amount or benefit hereunder at the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described time specified in this Agreement would subject such amount or benefit to any additional tax under Code Section 409A (taking into account the amounts that are due within treated as exempt from the requirements of Code Section 409A by reason of the “separation pay” or “short-term deferral perioddeferral” as defined in Section 409A exclusions), the payment or provision of the Code such amount or benefit shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything postponed to the contrary earliest commencement date on which the payment or the provision of such amount or benefit could be made without incurring such additional tax (including paying any severance that is delayed in this Agreementa lump sum upon the earliest possible payment date which is consistent with Code Section 409A). In addition, to the extent that any amounts are payable upon a separation from service and such payment regulations or guidance issued under Code Section 409A (after application of the previous provision of this paragraph) would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking Executive being subject to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of interest or any taxes additional tax under Code Section 409A, the Company and penalties incurred the Executive agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Code Section 409A.409A, which amendment shall have the least possible economic effect on the Executive as reasonably determined in good faith by the Company and the Executive; provided however, that the Company and the Executive shall not be required to substitute a cash payment for any non-cash benefit herein.

Code Section 409A. The intent Notwithstanding any provision of the parties is that payments and benefits under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to if at the extent required to avoid accelerated taxation and/or tax penalties under Section 409A time of the CodeEmployee’s termination of employment with Employer, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred Employee is a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral periodspecified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), no payment or benefit will be provided under this Section 8 until the earliest of (A) the date which is 6 months after the date of Employee’s termination of employment, or (B) the date of Employee’s death. The first sentence of this paragraph shall not be treated as deferred compensation unless applicable law requires otherwiseapply only to the extent required to avoid Employee’s incurrence of any additional tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. Notwithstanding anything any provision of this Agreement to the contrary in this Agreementcontrary, to the extent that any amounts are payable upon a separation from service and payment under the terms of this Agreement would constitute an impermissible acceleration of payments under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, such payment would result in accelerated taxation and/or tax penalties payments shall be made no earlier than at such times allowed under Section 409A of the Code, such payment, under . If any provision of this Agreement (or of any award of compensation) would cause Employee to incur any additional tax or interest under Section 409A of the Code or any other agreement regulations or Treasury guidance promulgated thereunder, Employer may reform such provision; provided that Employer shall (i) maintain, to the maximum extent practicable, the original intent of the Company, shall be made on applicable provision without violating the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all provisions of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking (ii) notify and consult with Employee regarding such amendments or modifications prior to preclude Section 409A the effective date of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.change.

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. For purposes of making a payment under this Agreement, if any amount is payable as a result of a Substantial Corporate Change, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, such event must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A.

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with with, or be exempt from, Section 409A of the Internal Revenue Code to of 1986, as amended (the extent subject thereto“Code”), and the regulations and guidance promulgated thereunder (collectively, “Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. Notwithstanding anything contained herein any other provision of this Agreement to the contrary, to if the extent required to avoid accelerated taxation and/or tax penalties under Executive is considered a “specified employee” for purposes of Section 409A of (as determined in accordance with the Code, methodology established by the Participant shall not be considered to have separated from service Company as in effect on the date on which the Executive’s employment with the Company for purposes of this Agreement and no terminates), any payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company that constitutes nonqualified deferred compensation within the meaning of Section 409A of that is otherwise due to the Code. Any payments described in Executive under this Agreement that are due within during the “short-term deferral period” as defined in Section 409A of six (6) month period following the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a Executive’s separation from service and such payment would result (determined in accelerated taxation and/or tax penalties under accordance with Section 409A 409A) on account of the Code, such payment, under this Agreement or any other agreement of the Company, Executive’s separation from service shall be made accumulated and paid to the Executive on the first business day after of the date that is six (6) months seventh month following such the Executive’s separation from service (or death, if earlierthe “Delayed Payment Date”). The Company makes no representation that Executive shall be entitled to interest on any or all delayed cash payments from the date of termination to the payments described Delayed Payment Date at a rate equal to the applicable federal short-term rate in this Agreement will be exempt from or comply with effect under Section 409A 1274(d) of the Code for the month in which the Executive’s separation from service occurs. If the Executive dies during the period between the Executive’s separation from service and makes no undertaking to preclude the Delayed Payment Date, the amounts delayed on account of Section 409A shall be paid to the personal representative of the Code from applying Executive’s estate on the first to any such payment. The Grantee shall be solely responsible for occur of the payment Delayed Payment Date or thirty (30) days after the date of any taxes and penalties incurred under Section 409A.the Executive’s death.

Code Section 409A. The intent of the parties is that payments and benefits under Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A of the Codeand applicable guidance issued thereunder, the Participant Employee shall not be considered deemed to have separated from service with had a Termination unless the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have Employee has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not Treasury Regulation §1.409A-1(h), and amounts that would otherwise be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything payable pursuant to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of during the Company, six-month period immediately following the Employee’s Termination (including retirement) shall instead be made paid on the first business day after the date that is six (6) months following such separation from service the Employee’s Termination (or upon the Employee’s death, if earlier). The Company makes For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) the term “as soon as administratively possible” means a period of time that in no representation that any or all event will extend beyond the later of the payments described end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (iii) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement will and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be solely responsible liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the payment Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes and penalties incurred under pursuant to Code Section 409A.

Code Section 409A. The intent A. This Agreement is intended to comply with Code Section 409A or an exemption thereunder and shall be construed and administered in accordance with Code Section 409A. Notwithstanding any other provision of the parties is that this Agreement, payments and benefits provided under this Agreement comply may only be made upon an event and in a manner that complies with Code Section 409A of or an applicable exemption. Any payments under this Agreement that may be excluded from Code to the extent subject theretoSection 409A as separation pay, andas a short-term deferral, accordingly, or under any other applicable exclusion shall be excluded from Code Section 409A to the maximum extent permittedpossible. For purposes of Code Section 409A, each installment payment provided under this Agreement shall be interpreted and be administered treated as a separate payment. Any payments to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties any reimbursements or in-kind benefits due Employee under this Agreement constitutes “deferred compensation” under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment any such reimbursements or in-kind benefits shall be due paid to Employee in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Notwithstanding the Participant foregoing, Employer makes no representations that the payments and benefits provided under this Agreement comply with, or are exempt from compliance from, Code Section 409A and in no event shall Employer be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “shortnon-term deferral period” as defined in Section 409A of the compliance with Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

Code Section 409A. The intent of the parties is that payments and benefits under Payments made pursuant to this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered are intended to be in compliance therewith. Notwithstanding anything contained herein exempt from, or to the contraryotherwise comply with, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and the Treasury regulations and guidance issued thereunder (collectively, “Code Section 409A”). Accordingly, other provisions of the Plan or this Agreement notwithstanding, the provisions of this Section 27 will apply in order that the Awarded Units, and related dividend equivalents and any other related rights, will be exempt from or otherwise comply with Code Section 409A. In addition, the Company and the Committee reserve the right, to the extent the Company or the Committee deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all Awarded Units, and related dividend equivalents and any other related rights, are exempt from or otherwise comply, and in operation comply, with Code Section 409A (including, without limitation, the avoidance of penalties thereunder). Other provisions of the Plan and this Agreement notwithstanding, the Company makes no representations that the Awarded Units, and related dividend equivalents and any other related rights, will be exempt from or avoid any penalties that may apply under Code Section 409A, makes no undertaking to preclude Code Section 409A of the Code from applying to the Awarded Units and related dividend equivalents and any other related rights, and will not indemnify or provide a gross up payment to a Participant (or his beneficiary) for any taxes, interest or penalties imposed under Code Section 409A. The settlement of Awarded Units that constitute nonqualified deferred compensation within the meaning of Code Section 409A (“409A Awarded Units”) may not be accelerated by the Company except to the extent permitted under Code Section 409A. The Company may, however, accelerate the vesting of 409A Awarded Units, without changing the settlement terms of such payment409A Awarded Units. The Grantee In the case of any settlement of 409A Awarded Units during a specified period following any date triggering a right to settlement, the Participant shall have no influence on any determination as to the tax year in which the settlement will be solely responsible made. Notwithstanding any other provision in this Agreement, if the Participant is a “specified employee” for purposes of Code Section 409A as of the date of the Participant’s Termination of Service, then to the extent any amount payable under this Agreement (i) constitutes the payment of any taxes nonqualified deferred compensation, within the meaning of Code Section 409A, (ii) is payable upon the Participant’s Termination of Service for a reason other than death, and penalties incurred (iii) under Section 409A.the terms of this Agreement would be payable prior to the six-month anniversary of the Participant’s Termination of Service, such payment shall be delayed and paid to the Participant on the day that is six months and one day following the Participant’s Termination of Service or, if earlier, within ninety (90) days following the Participant’s death.

Code Section 409A. The intent of the parties This LTI Grant is that payments and benefits under this Agreement intended to be exempt from, or otherwise comply with with, Section 409A of the Code to and shall be interpreted, operated and administered in a manner consistent with such intent. The Company reserves the extent subject thereto, and, accordinglyright, to the maximum extent permitted, amend or modify this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to at any time, without the contraryconsent of the Participant or any other party, to avoid the extent required application of Section 409A of the Code in a particular circumstance or that is necessary or desirable to avoid accelerated taxation and/or tax penalties satisfy any of the requirements under Section 409A of the Code, but the Participant Company shall not be considered under any obligation to make any such amendment. Nothing in the Agreement or the Plan shall provide a basis for any person to take action against the Mondelēz Group based on matters covered by Section 409A of the Code, including the tax treatment of any amount paid under the LTI Xxxxx made hereunder, and Mondelēz Group shall not under any circumstances have separated from service with any liability to any participant or his estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Section 409A of the Company for purposes of this Agreement and no payment shall be due Code. Notwithstanding anything to the Participant under this Agreement contrary in the Agreement, if the Award is considered nonqualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”) and is settled on account of or on a separation from service until date that is by reference to the Participant would be considered to have incurred a Participant’s “separation from service” from and the Company Participant is a “specified employee” (each within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within Code and each determined by the “short-term deferral period” as defined in Section 409A Company it its sole discretion) on the date the Participant experiences a separation from service, then the Award (or applicable portion thereof) shall be settled on the first business day of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to seventh month following the contrary in this AgreementParticipant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent that any amounts are payable upon such delayed payment is required in order to avoid a separation from service and such payment would result in accelerated taxation and/or tax penalties prohibited distribution under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A..

Code Section 409A. The intent of the parties It is intended that payments and benefits any amounts payable under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, ’s and the Executive’s exercise of authority or discretion hereunder shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and makes no undertaking other published guidance relating thereto) (“Code Section 409A”) so as not to preclude Section 409A of subject the Code from applying Executive to any such payment. The Grantee shall be solely responsible for the payment of any taxes interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. Notwithstanding any provision of this Agreement to the contrary, if the Executive is a “specified employee” as defined in Code Section 409A, and, as a result of that status, any portion of the payments under this Agreement would otherwise be subject to taxation pursuant to Code Section 409A, the Executive shall not be entitled to any payments upon a termination of his employment until the earlier of (i) the date which is six (6) months after his termination of employment for any reason other than death, or (ii) the date of the Executive’s death; provided the first such payment thereafter shall include all amounts that would have been paid earlier but for such six (6) month delay. At the request of the Executive, the Company shall set aside those payments that would otherwise be made in such six-(6) month period in a trust that is in compliance with Rev. Proc. 92-64. Furthermore, with regard to any benefit to be provided upon a termination of employment, to the extent required by Code Section 409A, the Executive shall pay the premium for such benefit during the aforesaid period and penalties incurred under be reimbursed by the Company therefor promptly after the end of such period. The provisions of this Section 21 shall only apply if, and to the extent, required to comply with Code Section 409A.

Code Section 409A. The intent of the parties is that payments and benefits under Payments made pursuant to this Agreement are intended to be exempt from or otherwise to comply with the provisions of Code Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A of the Codeand applicable guidance issued thereunder, the Participant Employee shall not be considered deemed to have separated from service with had a Termination unless the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have Employee has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not Treasury Regulation §1.409A-1(h), and amounts that would otherwise be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything payable pursuant to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of during the Company, six-month period immediately following the Employee’s Termination (including Retirement) shall instead be made paid on the first business day after the date that is six (6) months following such separation from service the Employee’s Termination (or upon the Employee’s death, if earlier). The Company makes no representation that any or For purposes of Code Section 409A, to the extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (b) except as otherwise provided in Section 13(a) of the payments described Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); and (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination or Change in Control (as applicable). Although this Agreement will and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be solely responsible liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the payment Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes and penalties incurred under pursuant to Code Section 409A.

Code Section 409A. The intent This Agreement is intended to comply in all respects with the provisions of the parties is that payments and benefits under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, and the Participant shall not be considered to have separated from service with Parties intend that the Company for purposes of this Agreement benefits and no payment shall be due to the Participant payments provided under this Agreement on account of a separation from service until shall in all respects be exempt from, or comply with, the Participant would be considered to have incurred a “separation from service” from the Company within the meaning requirements of Section 409A of the Code. Any payments described in Accordingly, the Parties shall interpret and administer this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply manner consistent with Section 409A of the Code and makes regulations and other guidance promulgated by the U.S. Internal Revenue Service (“IRS”) thereunder. Any payments to the Executive under this Agreement which Section 409A(a)(2)(B)(i) of the Code indicates may not be made before the date which is six months after the date of the Executive’s Separation from Service (the “Section 409A Six-Month Waiting Period”) shall not be made during the Section 409A Six-Month Waiting Period but rather shall be delayed and shall be paid upon the expiration of the Section 409A Six-Month Waiting Period. In particular, with respect to the Severance Benefit provided for under this Agreement, in the event that the Section 409A Six-Month Waiting Period applies at the time that Severance Benefit payments are to be made, such payments that would otherwise be made during the Section 409A Six-Month Waiting Period shall be paid in lump sum upon the expiration of the Section 409A Six-Month Waiting Period, together with simple interest on the amount of each deferred payment at the U.S. short term applicable federal rate as of the date of the Separation from Service. Notwithstanding the foregoing, the Company shall in no undertaking event be obligated to preclude indemnify the Executive for any taxes or interest that may be assessed by the IRS pursuant to Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.Code.

Code Section 409A. The intent It is the intention of the parties is Company and Executive that payments and benefits under this Agreement comply with Section 409A of Code not result in an unfavorable tax consequences to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties Executive under Section 409A of the Code, the Participant shall not be considered Code (“Section 409A”). Executive hereby consents to have separated from service with any amendment of this Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, Executive a copy of such amendment. Moreover, notwithstanding anything in this Agreement to the contrary, if Executive is deemed to be a “specified employee” for purposes of Section 409A, no severance payment or other payments pursuant to, or contemplated by, this Agreement and no payment or otherwise that would reasonably be expected to result in excise taxes under Section 409A shall be due distributable to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” Executive from the Company within until the meaning amount of time has elapsed that is necessary to avoid Executive incurring any excise taxes under Section 409A. Should application of the preceding sentence result in a delay of payments to Executive, on the first day any such payments may be made without Executive incurring a excise tax pursuant to Section 409A of the Code. Any payments described in this Agreement that are due within (the “short-term deferral period” 409A Payment Date”), the Company shall begin to make such payments as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary described in this Agreement, to the extent provided that any amounts are that would have been payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under earlier but for the application of this Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company24, shall be made paid in a lump-sum on the first business day after the date that 409A Payment Date. If any severance or post-employment payment made to Executive is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying subject to any such payment. The Grantee shall be solely responsible for the excise or other tax, then payment of any taxes such tax is solely the responsibility of Executive, and penalties incurred under Section 409A.not the Company.

Code Section 409A. The intent of To the extent applicable, the parties is hereto intend that payments and benefits under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking all regulations, guidance, or other interpretative authority thereunder (“Section 409A”). The parties hereby agree that this Agreement shall be construed in a manner to preclude comply with Section 409A and that should any provision be found not in compliance with Section 409A, the parties are hereby contractually obligated to execute any and all amendments to this Agreement deemed necessary and required by legal counsel for Employer to achieve compliance with Section 409A. By execution and delivery of this Agreement, Executive irrevocably waives any objections he may have to the amendments required by Section 409A. The parties also agree that in no event shall any payment required to be made pursuant to this Agreement that is considered deferred compensation within the meaning of Section 409A be made to Executive unless he has incurred a separation from service (as defined in Section 409A). In the event Executive is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) so that payments cannot commence under Section 409A until the lapse of six (6) months after a separation from applying to service, then any such paymentpayments of deferred compensation that are required to be paid in a single lump sum may not be made until the date which is six (6) months after Executive’s separation from service. The Grantee Furthermore, the first six (6) months of any such payments of deferred compensation that are required to be paid in installments shall be solely responsible for paid at the payment beginning of any taxes and penalties incurred the seventh month following Executive’s separation from service. All remaining installment payments shall be made as would ordinarily have been made under Section 409A.the provisions of this Agreement.

Code Section 409A. The intent of the parties is that payments (including settlements) and benefits under this the Agreement are exempt from or comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this the Agreement shall be interpreted and be administered to be in exempt from or compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant Grantee shall not be considered to have separated from service with the Company for purposes of this the Agreement and no payment shall be due to the Participant Grantee under this the Agreement on account of a separation from service until the Participant Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this the Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this the Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this the Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this the Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.409A. For purposes of making a payment under the Agreement, if any amount is payable as a result of a Change of Control, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, such event must also constitute a 409A CIC.

Code Section 409A. The intent of the parties This Agreement is that payments and benefits under this Agreement intended to comply with Section 409A of Code to the extent subject Code, or with an exemption thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewithconsistent with that intent. Notwithstanding anything contained herein in this Agreement to the contrary, if the Company concludes that the payments described in paragraph 7 are subject to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not no such payments will be considered made prior to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a Executive’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying the default rules of Treasury Regulation Section 1.409A-1(h)). In addition, if the payments described paragraph 7 are subject to Section 409A of the Code, and if Executive is a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i)(1) on the date of his termination of employment, such payments shall not begin until the first day of the seventh month following his “separation from service.” Installment payments shall be treated as separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii). Executive acknowledges that the Company within makes no representations or warranties regarding the meaning tax treatment or tax consequences of any compensation, benefits or other payments made pursuant to this Agreement, including by operation of Section 409A of the Code. Any payments described in this Agreement that are due within Neither the “short-term deferral period” as defined in Section 409A time nor schedule of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement may be accelerated or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with subject to further deferral except as permitted by Section 409A of the Code and makes no undertaking Executive does not have any right to preclude make any election regarding the time or form of any payment due under this Agreement. Any expenses that are to be reimbursed pursuant to this Agreement that are subject to Section 409A of the Code from applying shall: (i) be paid no later than the last day of Executive’s tax year following the tax year in which the expense was incurred; (ii) not affect or be affected by any other expenses that are eligible for reimbursement in any other tax year of Executive; and (iii) not be subject to liquidation or exchange for any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.other benefit.

Code Section 409A. The intent of the parties It is intended that payments and benefits any amounts payable under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, ’s and the Executive’s exercise of authority or discretion hereunder shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and makes no undertaking other published guidance relating thereto) (“Code Section 409A”) so as not to preclude Section 409A of subject the Code from applying Executive to any such payment. The Grantee shall be solely responsible for the payment of any taxes interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. Notwithstanding any provision of this Agreement to the contrary, if the Executive is a “specified employee” as defined in Code Section 409A, and, as a result of that status, any portion of the payments under this Agreement would otherwise be subject to taxation pursuant to Code Section 409A, the Executive shall not be entitled to any payments upon a termination of her employment until the earlier of (i) the date which is six (6) months after her termination of employment for any reason other than death, or (ii) the date of the Executive’s death; provided the first such payment thereafter shall include all amounts that would have been paid earlier but for such six (6) month delay. At the request of the Executive, the Company shall set aside those payments that would otherwise be made in such six-month period in a trust that is in compliance with Rev. Proc. 92-64. Furthermore, with regard to any benefit to be provided upon a termination of employment, to the extent required by Code Section 409A, the Executive shall pay the premium for such benefit during the aforesaid period and penalties incurred under be reimbursed by the Company therefor promptly after the end of such period. The provisions of this Section 21 shall only apply if, and to the extent, required to comply with Code Section 409A.

Code Section 409A. The intent of the parties is that payments and benefits under Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A of the Codeand applicable guidance issued thereunder, the Participant Employee shall not be considered deemed to have separated from service with had a Termination unless the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have Employee has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not Treasury Regulation §1.409A-1(h), and amounts that would otherwise be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything payable pursuant to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of during the Company, six-month period immediately following the Employee’s Termination (including Retirement) shall instead be made paid on the first business day after the date that is six (6) months following such separation from service the Employee’s Termination (or upon the Employee’s death, if earlier). The Company makes no representation that any or For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) except as otherwise provided in Section 13(a) of the payments described Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (iii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (iv) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement will and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be solely responsible liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the payment Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes and penalties incurred under pursuant to Code Section 409A.

Code Section 409A. The intent of the parties is Parties intend that payments and benefits under this Agreement and the benefits provided hereunder be interpreted and construed to be exempt from or to otherwise comply with Internal Revenue Code Section 409A of Code to the extent subject applicable thereto, and, accordingly, . Notwithstanding any provision of this Agreement to the maximum extent permittedcontrary, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to construed consistent with this intent, provided that the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant Company shall not be considered required to have separated assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will be exempt from service or otherwise comply with the Company for purposes requirements of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from Code Section 409A, the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement does not represent or warrant that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from form or otherwise comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its affiliates, nor their respective directors, officers, employees or advisers shall be liable to Employee (or any other individual claiming a benefit through Employee) for any tax, interest, or penalties Employee may owe as a result of compensation or benefits paid under this Agreement, and the Company, its and affiliates their respective directors, officers, employees and advisers shall have no obligation to indemnify or otherwise protect Employee from the obligation to pay any taxes pursuant to Code Section 409A or otherwise. Each separate payment of the Cash Consideration and the Additional Consideration will be considered a separate payment for purposes of Code and makes no undertaking Section 409A. The amount of any in-kind benefits to preclude be provided to Employee under this Agreement, other than in-kind benefits that would otherwise be exempt from income or the application of Code Section 409A 409A, during any of Employee’s taxable years will not affect the Code from applying in-kind benefits to be provided, in any such paymentother of his taxable years. The Grantee shall right to in-kind benefits, will not be solely responsible subject to liquidation or exchange for the payment of any taxes and penalties incurred under Section 409A.another benefit.

Code Section 409A. The intent Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the parties Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under Xxxxx. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. 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 comply with to which Code Section 409A of Code applies, all references in this Agreement to the extent subject thereto, and, accordingly, termination date or other termination of Executive’s employment are intended to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a mean Executive’s “separation from service” from the Company within the meaning of Code Section 409A(a)(2)(A)(i), and (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, including, without limitation, under Sections 4(c) and (d), shall be treated as a right to a series of separate payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the Code. Any payments described in extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement that are due within during the six-month period immediately following Executive’s “short-term deferral periodseparation from service” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything paid to the contrary Executive during such period, but shall instead be accumulated and paid to Executive in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made lump sum on the first business day after the earlier of the date that is six (6) months following such Executive’s separation from service (or deathservice. Notwithstanding the foregoing, if earlier). The Company makes no representation that any or all provision of the payments described in this Agreement will shall be exempt from 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 the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such paymentits Affiliates. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.​

Code Section 409A. The intent of the parties is that payments and benefits under this the Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this the Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant Optionee shall not be considered to have separated from service with the Company for purposes of this the Agreement and no payment shall be due to the Participant Optionee under this the Agreement on account of a separation from service until the Participant Optionee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this the Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this the Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this the Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee Optionee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

Code Section 409A. The intent Notwithstanding any provision of this Agreement to the contrary, in the event that any delivery of Shares to the Participant is made upon, or as a result of the parties Participant's termination of employment (other than as a result of death), and the Participant is a “specified employee” (as that payments term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and benefits provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement comply with until the date that is the earlier to occur of: (i) the Participant's death, or (ii) six (6) months and one (1) day following the Participant's termination of employment (the “Delay Period”). For purposes of applying the provisions of Section 409A 409A, each group of Code the total Restricted Stock Units granted hereunder that would normally vest on the Initial Vesting Date and each anniversary of the Initial Vesting Date thereafter shall be treated as a separate payment. For purposes of this Agreement, to the extent the Restricted Stock Units (or applicable portion thereof) are subject theretoto the provision of Section 409A, the terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A. Restricted Stock Units are generally intended to be exempt from Section 409A as short-term deferrals and, accordingly, the terms of this Agreement shall be construed to preserve such exemption. To the extent that Restricted Stock Units granted under this Agreement are subject to the maximum extent permittedrequirements of Section 409A, this Agreement shall be interpreted and administered in accordance with the intent that the Participant not be administered subject to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A 409A. Neither the Company, any of the Codeits Subsidiaries nor any other entity which is a Related Entity, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due liable to the any Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement (or any other agreement individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan, and the Company, its Subsidiaries nor any other entity which is a Related Entity shall be made on have no obligation to indemnify or otherwise protect the first business day after Participant from the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking obligation to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of pay any taxes and penalties incurred under pursuant to Section 409A.409A, unless otherwise specified.

Code Section 409A. The intent of To the parties extent applicable, it is intended that payments and benefits under this Agreement and any payment made hereunder shall comply with Section 409A the requirements of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the Participant shall not be considered to have separated from service with U.S. Department of the Company for Treasury or the Internal Revenue Service (“Code Section 409A”). For purposes of this Agreement and no payment shall Agreement, a termination of employment will be due determined consistent with the rules relating to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from as defined in Code Section 409A. To the Company extent any provision of this Agreement is ambiguous as to its compliance with Code Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Code Section 409A. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Code Section 409A of the Code. Any payments described in this Agreement that are due within the “409A, such payment shall be deemed a short-term deferral period” as defined in deferral, even if it may also qualify for an exemption from Code Section 409A under another provision of Section 409A. Payments pursuant to Sections 5 and 10 hereof are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Any reimbursement of expenses shall be paid no later that the last day of the calendar year following the year in which the expense was incurred and is not in exchange for another benefit. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall not have no force or effect until amended to comply with Code Section 409A, which amendment may be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, retroactive to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the permitted by Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

Code Section 409A. (a) The intent of the parties is that payments and benefits under this Agreement comply with with, or be exempt from, Internal Revenue Code Section 409A of and the regulations and guidance promulgated thereunder (collectively “Code to the extent subject thereto, Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A A termination of the Code, the Participant employment shall not be considered deemed to have separated from service with the Company occurred for purposes of any provision of this Agreement and no providing for the payment shall be due to the Participant of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under this Agreement on account of a separation from service until the Participant would be considered to have incurred Code Section 409A unless such termination is also a “separation from service” from the Company within the meaning of Code Section 409A and, for purposes of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A any such provision of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, references to the extent that any amounts are payable upon a “termination,” “nonrenewal,” “termination of employment” or like terms shall mean “separation from service and service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment would result in accelerated taxation and/or tax penalties under Section 409A or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the Codesix (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 25 (whether they would have otherwise been payable in a single sum or in installments in the absence of such paymentdelay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement or any other agreement of the Company, shall be made on paid or provided in accordance with the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible normal payment dates specified for the payment of any taxes and penalties incurred under Section 409A.them herein.

Code Section 409A. The intent of the parties This Performance Share Award is that payments and benefits under this Agreement intended to be exempt from or to comply with Section 409A of the Code to and shall be interpreted, operated and administered in a manner consistent with such intent. To the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement provides for the Performance Share Award to become vested and be settled upon the Participant’s termination of employment, the applicable Shares shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due transferred to the Participant under this Agreement on account of a separation from service until or his or her beneficiary upon the Participant would be considered to have incurred a Participant’s “separation from service,” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement ; provided that are due if the Participant is a “specified employee,” within the “shortmeaning of Section 409A of the Code, then to the extent the Performance Share Award constitutes nonqualified deferred compensation, within the meaning of Section 409A of the Code, such Shares shall be transferred to the Participant or his or her beneficiary upon the earlier to occur of (i) the six-term deferral period” as defined in month anniversary of such separation from service and (ii) the date of the Participant’s death. This Agreement may be amended at any time, without the consent of any party, to avoid the application of Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything in a particular circumstance or that is necessary or desirable to satisfy any of the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties requirements under Section 409A of the Code, but the Company shall not be under any obligation to make any such payment, under this amendment. Nothing in the Agreement shall provide a basis for any person to take action against the Company or any other agreement of the Company, shall be made Affiliate based on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with matters covered by Section 409A of the Code Code, including the tax treatment of any amount paid under the Performance Share Award granted hereunder, and makes no undertaking neither the Company nor any of its Affiliates shall under any circumstances have any liability to preclude the Participant or his estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.Code.

Code Section 409A. The intent of This Agreement and the parties is that payments severance pay and other benefits under this Agreement provided hereunder are intended to comply with Code Section 409A of Code to the extent subject applicable thereto, and, accordingly, . Notwithstanding any provision of this Agreement to the maximum extent permittedcontrary, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to construed consistent with this intent, provided that the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant Company shall not be considered required to have separated from service assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company for purposes of does not represent or warrant that this Agreement and no payment will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be due liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Participant Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement on account would be deemed to be a deferral of a separation compensation not exempt from service until the Participant provisions of Code Section 409A and would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a "specified employee" under Code Section 409A, then any such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Codeor reimbursement, such payment, under this Agreement or any other agreement of the Companyportion thereof, shall be made on delayed until the first business day after date that is the earlier to occur of (i) Executive's death or (ii) the date that is six months and one day following the date of the Termination of Executive's Employment (6) months following such separation from service (or death, if earlierthe "Delay Period"). The Company makes no representation that any or all Upon the expiration of the Delay Period, the payments described in delayed pursuant to this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee 13 shall be solely responsible for the paid to Executive in a lump sum, and any remaining payments due under this Section 13 shall be payable in accordance with their original payment of any taxes and penalties incurred under Section 409A.schedule.

Code Section 409A. The intent of the parties This Agreement is that intended to comply with Code Section 409A and its corresponding regulations, or an exemption, and payments and benefits may only be made under this Agreement comply with upon an event and in a manner permitted by Code Section 409A of Code 409A, to the extent subject thereto, and, accordinglyapplicable. Payment of the Incentive Amount under the Agreement is intended to be exempt from Code Section 409A under the “short-term deferral” exception, to the maximum extent permittedapplicable, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to then under the contrary“separation pay” exception, to the maximum extent required applicable. All payments to avoid accelerated taxation and/or tax penalties under Section 409A be made upon a termination of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant employment under this Agreement on account of a separation from service until the Participant would may only be considered to have incurred made upon a “separation from service” from under Code Section 409A. For purposes of Code Section 409A, the Company within right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the meaning Executive, directly or indirectly, designate the calendar year of Section 409A of the Codea payment. Any payments described Notwithstanding anything in this Agreement that are due within to the contrary, if required by Code Section 409A, if the Executive is considered a “short-term deferral periodspecified employee” as defined in for purposes of Code Section 409A and if payment of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Code Section 409A, payment of such amounts shall be delayed as required by Code Section 409A, and such the accumulated amounts shall be paid in a lump sum payment would result in accelerated taxation and/or tax penalties under within ten days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Code Section 409A shall be paid to the personal representative of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day Executive’s estate within sixty (60) days after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.Executive’s death.

Code Section 409A. The intent of the parties Holder and the Company is that payments and benefits under this Award Agreement and the Award be exempt from, or comply with with, Section 409A of Code to the extent subject theretoCode, and, and accordingly, to the maximum extent permitted, this Award Agreement and the Award shall be interpreted and be administered to be in compliance accordance therewith. Notwithstanding anything contained herein to Each payment under this Award Agreement and the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Award shall be construed as a separate identified payment for purposes of Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any any payments described in this Award Agreement and the Award that are due within the “short-short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary in this Agreementcontrary, to the extent that any amounts are payable upon a separation from service and such payment would result required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, (a) the Holder shall not be considered to have terminated employment for purposes of this Award Agreement and no payments shall be due to the Holder under this Award Agreement or any other agreement that are payable upon the Holder’s termination of employment until the Holder would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Company, Code and (b) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Award Agreement and the Award during the six-month period immediately following the Holder’s separation from service shall instead be made paid on the first business day after the date that is six (6) months following such the Holder’s separation from service (or deathor, if earlier, the Holder’s death). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A..

Code Section 409A. The intent of the parties is that payments and benefits under this the Agreement are exempt from or comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this the Agreement shall be interpreted and be administered to be in exempt from or compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant Grantee shall not be considered to have separated from service with the Company for purposes of this the Agreement and no payment shall be due to the Participant Grantee under this the Agreement on account of a separation from service until the Participant Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this the Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this the Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this the Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this the Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.409A. For purposes of making a payment under the Agreement, if any amount is payable as a result of a Change of Control, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, such event must also constitute a 409A CIC.

Code Section 409A. The intent To the extent applicable, it is intended that the payment of the parties is that payments and benefits benefits, severance, incentive compensation and/or equity compensation provided under this Agreement shall comply with Section 409A or be exempt from the provisions of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, and this Agreement shall be construed and applied in a manner consistent with this intent. In the Participant shall event any payment or benefit under this Agreement is determined by the Company to be in the nature of deferred compensation, the Company and the Executive hereby agree to take such actions, not otherwise provided herein, as may be considered mutually agreed between the parties to have separated ensure that such payments remain exempt from service or in compliance with the Company for purposes applicable provisions of Section 409A of the Code and the Treasury Regulations thereunder. Notwithstanding any provision of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until contrary, if the Participant would be considered to have incurred Executive is a “separation from servicespecified employee” from within the Company meaning of Section 409A, any payments due upon a termination of the Executive’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of and which does not otherwise qualify under the Code. Any payments described in this Agreement that are due within exemptions under Treasury Regulation Section 1.409A-1 (including without limitation, the “short-term deferral periodexemption or the permitted payments under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (i) the date which is six months after the Executive’s “separation from service” (as such term is defined in Section 409A and the Regulations and the other published guidance thereunder) for any reason other than death, and (ii) the date of the Code shall not be treated as deferred compensation unless applicable law requires otherwiseExecutive’s death. Notwithstanding anything to the contrary in this Agreement, to To the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, or benefit under this Agreement or any other agreement is modified by reason of the Companythis Section 19, it shall be made on the first business day after the date modified in a manner that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply complies with Section 409A of and preserves to the Code and makes no undertaking maximum possible extent the economic costs or value thereof (as applies) to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.respective parties (determined on a pre-tax basis).

Code Section 409A. The intent of This Agreement is intended to be interpreted and applied so that the parties is that payments and benefits under this Agreement set forth herein shall either be exempt from the requirements of Code Section 409A, or shall comply with Section 409A the requirements of Code to the extent subject theretoSection 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be exempt from or in compliance therewith. with Code Section 409A. Notwithstanding anything contained herein to the contraryin this Agreement, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A a Termination of the Code, the Participant Service shall not be considered deemed to have separated from service with the Company occurred for purposes of any provision of this Agreement and no providing for the payment shall be due to of any amounts or benefits that constitute “non-qualified deferred compensation” within the Participant under this Agreement on account meaning of a separation from service until the Participant would be considered to have incurred Code Section 409A unless such termination is also a “separation from service” from the Company within the meaning of Code Section 409A of the Code. Any payments described 409A. Notwithstanding any provision in this Agreement that are due to the contrary, if on his Termination of Service, the Participant is deemed to be a “specified employee” within the meaning of Code Section 409A, any payments or benefits due upon such Termination of Service that constitutes a “deferral of compensation” within the meaning of Code Section 409A and which do not otherwise qualify under the exemptions under Treas. Reg. § 1.409A-1 (including without limitation, the short-term deferral period” as defined in Section 409A of exemption and the Code shall not be treated as deferred compensation unless applicable law requires otherwisepermitted payments under Treas. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the CompanyReg. § 1.409A-1(b)(9)(iii)(A)), shall be made delayed and paid or provided to the Participant on the first business day after earlier of the date that is which immediately follows six (6) months following such after the Participant’s separation from service (or deathor, if earlier). The Company makes no representation that any or all , the date of the payments described in this Agreement will be exempt from or comply with Section 409A Participant’s death. * * * * * * * * * * [Remainder of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such paymentPage Intentionally Left Blank. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.Performance-Based Award

Code Section 409A. The intent of the parties This Agreement is that payments and benefits under this Agreement intended to comply with Section 409A of the Code to and any ambiguous provisions will be construed in a manner that is compliant with or exempt from the extent subject thereto, and, accordingly, to application of Section 409A of the maximum extent permitted, this Code. If a provision of the Agreement shall be interpreted and be administered to be would result in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties imposition of earlier or additional taxes under Section 409A of the Code, the Participant parties agree that such provision shall not be considered reformed to have separated from service with the Company for avoid imposition of such taxes. For purposes of this Agreement and no Section 409A of the Code, each payment shall be or amount due to the Participant under this Agreement on account of a separation from service until the Participant would shall be considered a separate payment, and Executive’s entitlement to have incurred a series of payments under this Agreement is to be treated as an entitlement to a series of separate payments and “termination of employment” shall mean Executive’s “separation from service” as defined in Section 1.409A-1(h) of the Final Treasury Regulations promulgated under Section 409A of the Code, including the default presumptions thereof. If (i) Executive is a “specified employee,” as such term is defined in Section 409A of the Code and determined as described below in this Section 7(j), and (ii) any payment due under this Agreement is subject to Section 409A of the Code and is required to be delayed under Section 409A of the Code, that payment shall be paid on the earliest of (A) the first business day that is six months after Executive’s separation from service, (B) the Company within date of Executive’s death or (C) the meaning date that otherwise complies with the requirements of Section 409A of the Code. Any This Section 7(j) shall be applied by accumulating all payments described in this Agreement that are due otherwise would have been paid within the “short-term deferral period” as defined in Section 409A six months of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a Executive’s separation from service and paying such payment would result in accelerated taxation and/or tax penalties under accumulated amounts on the earliest business day which complies with the requirements of Section 409A of the Code. For purposes of determining the identity of specified employees, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described Board may establish procedures as it deems appropriate in this Agreement will be exempt from or comply accordance with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.Code.

Code Section 409A. The intent of the parties is that payments and benefits under Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A of the Codeand applicable guidance issued thereunder, the Participant Employee shall not be considered deemed to have separated from service with had a Termination unless the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have Employee has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not Treasury Regulation §1.409A-1(h), and amounts that would otherwise be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything payable pursuant to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of during the Company, six-month period immediately following the Employee’s Termination (including Retirement) shall instead be made paid on the first business day after the date that is six (6) months following such separation from service the Employee’s Termination (or upon the Employee’s death, if earlier). The Company makes no representation that any or For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) except as otherwise provided in Section 13(a) of the payments described Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (iii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (iv) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement will and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be solely responsible liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the payment Employee may owe as a result of compensation paid under this Agreement, ​ and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes and penalties incurred under pursuant to Code Section 409A.

Code Section 409A. The intent of This Agreement is intended to be interpreted and applied so that the parties is that payments and benefits under this Agreement set forth herein shall comply with Section 409A or be exempt from the requirements of Code to the extent subject theretoSection 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to the fullest extent possible to reflect and be administered to be in compliance therewithimplement such intent. Notwithstanding anything contained in this Agreement and in the event the payments and benefits set forth herein are subject to the contraryCode Section 409A, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A (i) a Termination of the Code, the Participant Service shall not be considered deemed to have separated from service with the Company occurred for purposes of any provision of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred unless such termination is also a “separation from service” from the Company within the meaning of Code Section 409A 409A; and (ii) a Total and Permanent Disability shall not be deemed to have occurred for purposes of any provision of this Agreement unless such disability is also a “disability” within the Code. Any payments described meaning of Code Section 409A. Notwithstanding any provision in this Agreement that are due to the contrary, if on his or her Termination of Service, the Participant is deemed to be a “specified employee” within the meaning of Code Section 409A, any payments or benefits due upon such Termination of Service that constitutes a “deferral of compensation” within the meaning of Code Section 409A and which do not otherwise qualify under the exemptions under Treas. Reg. § 1.409A-1 (including without limitation, the short-term deferral period” as defined in Section 409A of exemption and the Code shall not be treated as deferred compensation unless applicable law requires otherwisepermitted payments under Treas. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the CompanyReg. § 1.409A-1(b)(9)(iii)(A)), shall be made delayed and paid or provided to the Participant on the first business day after earlier of the date that is which immediately follows six (6) months following such after the Participant’s separation from service (or deathor, if earlier). The Company makes no representation that any or all , the date of the payments described in this Agreement will be exempt from or comply with Section 409A Participant’s death. * * * * * * * * [Remainder of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.Page Intentionally Left Blank

Code Section 409A. The intent Notwithstanding any provision of this Agreement to the contrary, in the event that any delivery of Shares to the Participant is made upon, or as a result of the parties Participant’s termination of employment (other than as a result of death), and the Participant is a “specified employee” (as that payments term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and benefits provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement comply with Section 409A until the date that is the earlier to occur of: (i) the Participant’s death, or (ii) six (6) months and one (1) day following the Participant’s termination of Code employment (the “Delay Period”). For purposes of this Agreement, to the extent the Performance Share Units (or equivalent units received following a Change in Control) are subject theretoto the provision of Section 409A, the terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A. Performance Share Units are generally intended to be exempt from Section 409A as short-term deferrals and, accordingly, the terms of this Agreement shall be construed to preserve such exemption. To the extent that Performance Share Units granted under this Agreement are subject to the maximum extent permittedrequirements of Section 409A, this Agreement shall be interpreted and administered in accordance with the intent that the Participant not be administered subject to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A 409A. Neither the Company, any of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment its Subsidiaries nor any entity which is a Related Entity shall be due liable to the any Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement (or any other agreement individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan, and the Company, its Subsidiaries nor any other entity which is a Related Entity shall be made on have no obligation to indemnify or otherwise protect the first business day after Participant from the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking obligation to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of pay any taxes and penalties incurred under pursuant to Section 409A.409A, unless otherwise specified.

Code Section 409A. The intent Notwithstanding any provision of this Agreement to the contrary, in the event that any delivery of Shares to the Participant is made upon, or as a result of the parties Participant’s termination of employment (other than as a result of death), and the Participant is a “specified employee” (as that payments term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and benefits provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement comply with Section 409A until the date that is the earlier to occur of: (i) the Participant’s death, or (ii) six (6) months and one (1) day following the Participant’s termination of Code employment (the “Delay Period”). For purposes of this Agreement, to the extent the Performance Share Units (or equivalent units received following a Change in Control) are subject theretoto the provision of Section 409A, the terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A. Performance Share Units are generally intended to be exempt from Section 409A as short-term deferrals and, accordingly, the terms of this Agreement shall be construed to preserve such exemption. To the extent that Performance Share Units granted under this Agreement are subject to the maximum extent permittedrequirements of Section 409A, this Agreement shall be interpreted and administered in accordance with the intent that the Participant not be administered subject to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with 409A. Neither the Company for purposes nor any of this Agreement and no payment its Subsidiaries shall be due liable to the any Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement (or any other agreement individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of participation in the CompanyPlan, and the Company and its Subsidiaries shall be made on have no obligation to indemnify or otherwise protect the first business day after Participant from the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking obligation to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of pay any taxes and penalties incurred under pursuant to Section 409A.409A, unless otherwise specified.

Code Section 409A. The intent It is intended that this Agreement shall comply with the provisions of Section 409A of the parties is that payments Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (“Code Section 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement comply with upon an event and in a manner permitted by Code Section 409A of Code 409A, to the extent applicable, so as not to subject thereto, and, accordingly, the Executive to the maximum extent permittedpayment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted interpreted, operated and be administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree, to the extent possible, to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or interest under Code Section 409A. All payments to be in compliance therewith. made upon a termination of employment under this Agreement may only be made upon a “separation from service” as defined under Code Section 409A. Notwithstanding anything contained herein any provision of this Agreement to the contrary, if, as of the date of the Executive’s separation from service, the Executive is a “specified employee” as defined under Code Section 409A, then, except to the extent required to avoid accelerated taxation and/or tax penalties under that this Agreement does not provide for a “deferral of compensation” within the meaning of Code Section 409A of the Code, the Participant no payments shall not be considered to have separated from service with the Company for purposes of this Agreement made and no payment benefits shall be due provided to the Participant under this Agreement Executive during the period beginning on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A date of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a Executive’s separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A ending on the last day of the Codesixth month after such date. In no event may the Executive, such paymentdirectly or indirectly, designate the calendar year of any payment under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.Agreement.

Code Section 409A. The intent This Agreement is intended to comply with the requirements of Code Section 409A and the parties is that payments regulations thereunder, and benefits under shall be interpreted in accordance with such intention. In the event this Agreement or any benefit paid to Executive hereunder is deemed to be subject to Code Section 409A, Executive consents to the Company adopting such conforming amendments as the Company deems necessary, in its reasonable discretion, to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A. Each payment made pursuant to the extent subject thereto, and, accordingly, to the maximum extent permitted, any provision of this Agreement shall be interpreted considered a separate payment and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A not one of the Code, the Participant shall not be considered to have separated from service with the Company a series of payments for purposes of this Agreement Code Section 409A. While it is intended that all payments and no payment shall be due to the Participant benefits provided under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Code Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A. The Company will have no liability to Executive or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. Executive further understands and agrees that Executive will be entirely responsible for any and all taxes on any benefits payable to Executive as a result of this Agreement. In addition, if Executive is a “specified employee” (within the meaning of Code Section 409A) at the time of his separation from service, then to the extent necessary to comply with Code Section 409A and avoid the imposition of the taxes under Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for 409A, the payment of any taxes certain benefits owed to Executive under this Agreement will be delayed and penalties incurred under Section 409A.instead paid (without interest) to Executive upon the earlier of the first business day of the seventh month following Executive’s separation from service or ten (10) days after the Company receives written confirmation of the Executive’s death.

Code Section 409A. The intent Notwithstanding any provision of the parties is that payments and benefits under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to if at the extent required to avoid accelerated taxation and/or tax penalties under Section 409A time of the CodeEmployee’s termination of employment, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred Employee is a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral periodspecified employee” as defined in Section 409A of the Code, no payment or benefit will be provided under this Section 8 until the earliest of (A) the date which is 6 months after the date of Employee’s termination of employment, or (B) the date of Employee’s death. The first sentence of this paragraph shall apply only to the extent required to avoid Employee’s incurrence of any additional tax or interest under Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwiseor any regulations or Treasury guidance promulgated thereunder. Notwithstanding anything any provision of this Agreement to the contrary in this Agreementcontrary, to the extent that any amounts are payable upon a separation from service and payment under the terms of this Agreement would constitute an impermissible acceleration of payments under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, such payment would result in accelerated taxation and/or tax penalties payments shall be made no earlier than at such times allowed under Section 409A of the Code, such payment, under . If any provision of this Agreement (or of any award of compensation) would cause Employee to incur any additional tax or interest under Section 409A of the Code or any other agreement regulations or Treasury guidance promulgated thereunder, Prosperity may reform such provision; provided that Prosperity shall (i) maintain, to the maximum extent practicable, the original intent of the Company, shall be made on applicable provision without violating the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all provisions of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking (ii) notify and consult with Employee regarding such amendments or modifications prior to preclude Section 409A the effective date of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.change.

Code Section 409A. The intent of This Agreement and the parties is that payments severance pay and other benefits under this Agreement provided hereunder are intended to comply with Code Section 409A of Code to the extent subject applicable thereto, and, accordingly, . Notwithstanding any provision of this Agreement to the maximum extent permittedcontrary, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to construed consistent with this intent, provided that the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant Company shall not be considered required to have separated from service assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company for purposes of does not represent or warrant that this Agreement and no payment will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be due liable to Executive (or any other individual claiming a benefit through Executive) for any tax, interest, or penalties Executive may owe as a result of compensation paid under this Agreement, and the Participant Company and its subsidiaries shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Code Section 409A. If any payment or reimbursement, or portion thereof, under this Agreement on account would be deemed to be a deferral of a separation compensation not exempt from service until the Participant provisions of Code Section 409A and would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable payment upon a separation from service for purposes of Code Section 409A, and Executive is determined to be a “specified employee” under Code Section 409A, then any such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Codeor reimbursement, such payment, under this Agreement or any other agreement of the Companyportion thereof, shall be made on delayed until the first business day after date that is the earlier to occur of (i) Executive’s death or (ii) the date that is six months and one day following the date of the Termination of Executive’s Employment (6) months following such separation from service (or death, if earlierthe “Delay Period”). The Company makes no representation that any or all Upon the expiration of the Delay Period, the payments described in delayed pursuant to this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee 14 shall be solely responsible for the paid to Executive in a lump sum, and any remaining payments due under this Section 14 shall be payable in accordance with their original payment of any taxes and penalties incurred under Section 409A.schedule.

Code Section 409A. The intent of the parties is that payments and benefits under Payments made pursuant to this Agreement are intended to be exempt from or otherwise to comply with the provisions of Code Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A of the Codeand applicable guidance issued thereunder, the Participant Employee shall not be considered deemed to have separated from service with had a Termination unless the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have Employee has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not Treasury Regulation §1.409A-1(h), and amounts that would otherwise be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything payable pursuant to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of during the Company, six-month period immediately following the Employee’s Termination (including Retirement) shall instead be made paid on the first business day after the date that is six (6) months following such separation from service the Employee’s Termination (or upon the Employee’s death, if earlier). The Company makes For purposes of Code Section 409A, to the extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (b) the term “as soon as administratively possible” means a period of time that in no representation that any or all event will extend beyond the later of the payments described end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (c) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement will and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be solely responsible liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the payment Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes and penalties incurred under pursuant to Code Section 409A.

Code Section 409A. The intent of In no event whatsoever will the parties is Company be liable for any additional tax, interest or penalty that payments and benefits under this Agreement comply with Section 409A of Code to may be imposed on the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Executive by Section 409A of the CodeCode (as defined in the Employment Agreement) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), the Participant or for damages for failing to comply with Code Section 409A. A termination of employment shall not be considered deemed to have separated from service with the Company occurred for purposes of any provision of this Agreement and no providing for the payment shall be due to the Participant under this Agreement on account of any amount or benefit that constitutes “nonqualified deferred compensation” upon or following a separation from service until the Participant would be considered to have incurred termination of employment, unless such termination is also a “separation from service” from the Company within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A of the Code. be subject to offset by any other amount unless otherwise permitted by Code Section 409A. Any payments described in amounts payable under this Agreement that are due within contingent on the “shortexecution or re-term deferral period” execution, as defined applicable, and non-revocation of this Agreement and involves a consideration time period that begins in Section 409A of one calendar year and ends in the Code shall not next calendar year, will be treated paid as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to soon as practicable in the contrary in second calendar year even if the Executive executed or re-executed, as applicable, this Agreement, to the extent that any amounts are payable upon a separation from service Agreement and such payment would result release becomes irrevocable in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.calendar year.

Code Section 409A. The intent of the parties It is intended that payments and benefits under this Agreement comply with Section the provisions of section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (“Code Section 409A”), or an exemption to Code Section 409A. Payments, rights and benefits may only be made, satisfied or provided under this Agreement upon an event and in a manner permitted by Code Section 409A, to the extent applicable, so as not to subject thereto, and, accordingly, the Executive to the maximum extent permittedpayment of taxes and interest under Code Section 409A. In furtherance of this intent, this Agreement shall be interpreted interpreted, operated and be administered in a manner consistent with these intentions, and to the extent that any regulations or other guidance issued under Code Section 409A would result in the Executive being subject to payment of additional income taxes or interest under Code Section 409A, the parties agree, to the extent possible, to amend this Agreement to maintain to the maximum extent practicable the original intent of this Agreement while avoiding the application of such taxes or interest under Code Section 409A. All payments to be in compliance therewith. made upon a termination of employment under this Agreement may only be made upon a “separation from service” as defined under Code Section 409A. Notwithstanding anything contained herein any provision of this Agreement to the contrary, if, on the date of the Executive's separation from service, the Executive is a “specified employee” as defined under Code Section 409A, then, except to the extent required to avoid accelerated taxation and/or tax penalties under that this Agreement does not provide for a “deferral of compensation” within the meaning of Code Section 409A of the Code, the Participant shall not no payments may be considered to have separated from service with the Company for purposes of this Agreement made and no payment shall benefits may be due provided to the Participant under this Agreement Executive during the period beginning on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A date of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a Executive's separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A ending on the last day of the Codesixth month after such date. In no event may the Executive, such paymentdirectly or indirectly, designate the calendar year of any payment under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.Agreement.

Code Section 409A. The intent of the parties It is that payments and benefits under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent intended that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with the applicable requirements, if any, of Section 409A of the Internal Revenue Code of 1986, as amended, and makes no undertaking the notices, regulations and other guidance of general applicability issued thereunder ("Code Section 409A"), and this Agreement will be interpreted in a manner that will preclude the imposition of additional taxes and interest imposed under Code Section 409A. In all cases, for purposes of compliance with Code Section 409A, "termination of employment" will have the same meaning as "separation from service" as defined in Code Section 409A. Each payment made or to preclude be made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments shall be treated as a right to a series of separate payments. In the event that a payment or benefit payable to Employee under this Agreement is not compliant with or exempt from Section 409A 409A, then the Parties agree to modify this Agreement so that the payments and benefits are exempt from and/or compliant with Section 409A, and to do so in a way that preserves Employee’s entitlement to and the value of such payments and benefits to the maximum extent possible. In the event that any payment(s) or benefits under this Agreement are conditioned upon Employee’s signing and not revoking a release of claims in favor of the Code from applying Company, and the period Employee has to any sign and/or revoke such payment. The Grantee shall be solely responsible for release spans two calendar years, the payment Company will pay (or begin paying you, as applicable) such payments(s) as soon as possible but in no event earlier than the beginning of any taxes and penalties incurred under Section 409A.such second calendar year.

Code Section 409A. The intent of the parties is that payments and benefits under this the Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this the Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this the Agreement and no payment shall be due to the Participant under this the Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this the Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this the Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this the Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this the Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. For purposes of making a payment under the Agreement, if any amount is payable as a result of a Substantial Corporate Change, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, such event must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A.

Code Section 409A. The intent of the parties is that payments and benefits under Payments made pursuant to this Agreement are intended to be exempt from or otherwise to comply with the provisions of Code Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A of the Codeand applicable guidance issued thereunder, the Participant Employee shall not be considered deemed to have separated from service with had a Termination unless the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have Employee has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not Treasury Regulation §1.409A-1(h), and amounts that would otherwise be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything payable pursuant to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of during the Company, six-month period immediately following the Employee’s Termination (including retirement) shall instead be made paid on the first business day after the date that is six (6) months following such separation from service the Employee’s Termination (or upon the Employee’s death, if earlier). The Company makes For purposes of Code Section 409A, to the extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (b) the term “as soon as administratively possible” means a period of time that in no representation that any or all event will extend beyond the later of the payments described end of the Employee’s taxable year in which Termination or Disability (as applicable) occurs or the fifteenth day of the third calendar month following Termination or Disability (as applicable); and (c) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement will and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be solely responsible liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the payment Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes and penalties incurred under pursuant to Code Section 409A.

Code Section 409A. The intent Notwithstanding any provision of this Agreement to the contrary, in the event that any delivery of Shares to the Participant is made upon, or as a result of the parties Participant’s termination of employment (other than as a result of death), and the Participant is a “specified employee” (as that payments term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and benefits provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement comply with until the date that is the earlier to occur of: (i) the Participant’s death, or (ii) six (6) months and one (1) day following the Participant’s termination of employment (the “Delay Period”). For purposes of applying the provisions of Section 409A 409A, each group of Code the total Restricted Stock Units granted hereunder that would normally vest on the Initial Vesting Date and each anniversary of the Initial Vesting Date thereafter shall be treated as a separate payment. For purposes of this Agreement, to the extent the Restricted Stock Units (or applicable portion thereof) are subject theretoto the provision of Section 409A, the terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A. Restricted Stock Units are generally intended to be exempt from Section 409A as short-term deferrals and, accordingly, the terms of this Agreement shall be construed to preserve such exemption. To the extent that Restricted Stock Units granted under this Agreement are subject to the maximum extent permittedrequirements of Section 409A, this Agreement shall be interpreted and administered in accordance with the intent that the Participant not be administered subject to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A 409A. Neither the Company, any of the Codeits Subsidiaries nor any other entity which is a Related Entity, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due liable to the any Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement (or any other agreement individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan, and the Company, its Subsidiaries nor any other entity which is a Related Entity shall be made on have no obligation to indemnify or otherwise protect the first business day after Participant from the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking obligation to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of pay any taxes and penalties incurred under pursuant to Section 409A.409A, unless otherwise specified.

Code Section 409A. The intent of the parties It is intended that payments and benefits under this Agreement comply shall be exempt from or in compliance with Section 409A of the Internal Revenue Code to of 1986, as amended (the extent subject thereto“Code”), and, accordingly, to and the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes provisions of this Agreement are to be construed accordingly. Payments provided hereunder are intended to satisfy the involuntary separation or short term deferral exemptions under 409A. However, in no event shall the Company or an affiliate be responsible for any tax or penalty owed by the Executive or beneficiary with regard to payments and no payment shall benefits provided herein. For purposes of Code Section 409A, each installment of payments or benefits is intended to be due treated as a separate payment, and the terms “employment termination” and “termination of employment” or terms of like kind are intended to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a constitute “separation from service” from the Company within the meaning of as defined under Code Section 409A of the Code. Any payments described 409A. Notwithstanding anything in this Agreement that are due within to the “short-term deferral period” as defined in contrary, if the Executive is determined to constitute a Code Section 409A “Specified Employee” at the time of separation from service, any payments not exempt from Code Section 409A shall be aggregated and delayed (if then required), and paid on the earlier of the Code first day of the seventh month following the Executive’s separation from service, or the day after the Executive’s death, as applicable. Thereafter, any remaining payments and benefits shall not be treated paid as deferred compensation unless applicable law requires otherwiseif there had been no earlier delay. Notwithstanding anything to the contrary in this AgreementAgreement or elsewhere, to in the extent event that any amounts are payable upon a separation from service the Executive waives the provisions of another severance or change in control agreement or arrangement for this Agreement and such participation in this Agreement is later determined to be a “substitution” (within the meaning of Section 409A) for the benefits under such agreement or arrangement, then any payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, or benefit under this Agreement or any other agreement that such Executive becomes entitled to receive during the remainder of the Company, waived term of such agreement or arrangement shall be made on payable in accordance with the first business day after the date that is six (6) months following time and form of payment provisions of such separation from service (agreement or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.arrangement.

Code Section 409A. The intent of This Agreement is intended to be interpreted and operated to the parties is fullest extent possible so that the payments and benefits under this Agreement comply with either shall be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) or shall comply with the requirements of Code Section 409A. All options granted pursuant to the extent terms of this Agreement are intended to be exempt from Section 409A pursuant to Treasury Regulation §1.409A-1(b)(4) or §1.409A-1(b)(5). Payments payable under this Agreement triggered by a termination of employment that are deferred compensation subject thereto, and, accordingly, to (but not otherwise exempt from) Code Section 409A shall not be made unless such termination of employment constitutes a separation from service within the meaning of Code Section 409A. Notwithstanding any other provision in this Agreement to the maximum extent permittedcontrary, if the Executive is a “specified employee” on the date of his separation from service within the meaning of Code Section 409A and Treasury Regulation §1.409A-1(h), payments and benefits payable under this Agreement due to a separation from service that are deferred compensation subject to (but not otherwise exempt from) Code Section 409A that would otherwise be paid or provided during the six-month period commencing on the separation from service, will be deferred until the first day of the seventh month following the separation from service if such deferral is necessary to avoid the additional tax under Code Section 409A. In the case of a series of payments, the first payment shall include the amounts the Executive would have been entitled to receive during the six-month waiting period. Each payment made under this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to designated as a “separate payment” within the contrarymeaning of code Section 409A. If the Executive’s taxable year is other than the calendar year, then, to the extent required to avoid accelerated taxation and/or tax penalties under by Section 409A of the Code409A, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a term “separation from servicecalendar year” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary (when used in this Agreement, to ) shall instead mean the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.Executive’s taxable year.

Code Section 409A. The intent Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the parties Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under Txxxx. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. 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 comply with to which Code Section 409A of Code applies, all references in this Agreement to the extent subject thereto, and, accordingly, termination date or other termination of Executive’s employment are intended to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a mean Executive’s “separation from service” from the Company within the meaning of Code Section 409A(a)(2)(A)(i), and (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, including, without limitation, under Sections 4(c) and (d), shall be treated as a right to a series of separate payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the Code. Any payments described in extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement that are due within during the six-month period immediately following Executive’s “short-term deferral periodseparation from service” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything paid to the contrary Executive during such period, but shall instead be accumulated and paid to Executive in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made lump sum on the first business day after the earlier of the date that is six (6) months following such Executive’s separation from service (or deathservice. Notwithstanding the foregoing, if earlier). The Company makes no representation that any or all provision of the payments described in this Agreement will shall be exempt from 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 the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.its Affiliates.

Code Section 409A. The intent Notwithstanding any other provision of this Agreement to the parties contrary, if Executive is that payments a "specified employee" within the meaning of Code Section 409A Intersil Confidential and benefits the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six months after Executive’s "separation from service" (within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) (a “Separation from Service”)), then such payment or benefit required under this Agreement comply with shall not be paid (or commence) during the six-month period immediately following Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Executive in a lump-sum cash payment on the earlier of (i) the first business day of the seventh month following Executive’s Separation from Service or (ii) the 10th business day following Executive’s death. If Executive’s termination of employment hereunder does not constitute a Separation from Service, then any amounts payable hereunder on account of a termination of Executive’s employment and which are subject to Code Section 409A shall not be paid until Executive has experienced a Separation from Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A‑2(b)(2)(iii)), Executive’s right to the extent subject thereto, receive installment payments under this Agreement will be treated as a right to receive a series of separate payments and, accordingly, to the maximum extent permitted, this Agreement each installment payment hereunder shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not at all times be considered to have separated from service with the Company for purposes of this Agreement a separate and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such distinct payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A..

Code Section 409A. The intent of the parties This Agreement is that payments and benefits under this Agreement intended to comply with with, or be exempt from, Code Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement and shall be interpreted consistent therewith and be administered to be without resulting in compliance therewithany increase in the amounts owed hereunder by the Company. Notwithstanding anything contained herein any other provision of this Agreement to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of if Recipient is a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company "specified employee" within the meaning of Code Section 409A of and the Code. Any payments described regulations issued thereunder, and a payment or benefit provided for in this Agreement that are due within the “short-term deferral period” as defined in would be subject to additional tax under Code Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and if such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that benefit is paid within six (6) months following after Recipient’s Separation from Service, then such separation from service payment or benefit required under this Agreement shall not be paid (or deathcommence) during the six-month period immediately following Recipient’s Separation from Service except as provided in the immediately following sentence. In such an event, if earlier). The Company makes no representation any payments or benefits that any would otherwise have been made or all provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Recipient in a lump-sum cash payment on the earlier of (i) the first regular payroll date of the payments described seventh month following Recipient’s Separation from Service or (ii) the 10th business day following Recipient’s death. If Recipient’s termination of employment does not constitute a Separation from Service, then any amounts payable hereunder on account of a termination of Recipient’s employment and which are subject to Code Section 409A shall not be paid until Recipient has experienced a Separation from Service, or other permitted payment event, within the meaning of Code Section 409A. Neither the Company nor any of its affiliates shall have any liability or obligation to Recipient in the event that this Agreement will be does not comply with, or is not exempt from or comply with from, Code Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.409A. 00000000.0.XXX -4-

Code Section 409A. The intent of the parties It is intended that payments and benefits any amounts payable under this Agreement comply with Section 409A and the Bank’s and Directors’s exercise of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement authority or discretion hereunder shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Internal Revenue Code (the “Code”) (including the Treasury regulations and makes no undertaking other published guidance relating thereto) so as not to preclude subject Director to the payment of any interest, penalties or additional tax imposed under Section 409A of the Code from applying Code. In furtherance of this intent, (a) if, due to the circumstances giving rise to any lump sum payment or payments under this Agreement, the date of payment or the commencement of such payment. The Grantee payments thereof must be delayed for six months following Executive’s separation from service in order to meet the requirements of Section 409A(a)(2)(B) of the Code applicable to “specified employees,” then such payment or payments shall be solely responsible for so delayed and paid upon expiration of such six month period and (b) each payment which is to be paid during a designated period that begins in a first taxable year and ends in a second taxable year shall be paid in the payment second taxable year. To the extent that any Treasury regulations, guidance or changes to Section 409A would result in the Director becoming subject to interest, penalties and additional tax under Section 409A of the Code, the Bank and Director agree to amend this Agreement in order to bring this Agreement into compliance with Code Section 409A. All other terms, conditions, agreements and provisions contained in the Original Agreement not specifically relating to those items explicitly modified or amended by this Amendment shall remain unchanged and shall continue in full force and effect. This Amendment shall, whenever possible, be construed in a manner consistent with the Original Agreement; provided, however, in the event of any taxes irreconcilable consistency between the terms of this Amendment and penalties incurred under Section 409A.the terms of the Original Agreement, the terms of this Amendment shall control.

Code Section 409A. The intent This Agreement is intended to comply with the requirements of Code Section 409A and the parties is that payments regulations thereunder, and benefits under shall be interpreted in accordance with such intention. In the event this Agreement or any benefit paid to Executive hereunder is deemed to be subject to Code Section 409A, Executive consents to the Company adopting such conforming amendments as the Company deems necessary, in its reasonable discretion, to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A. Each payment made pursuant to the extent subject thereto, and, accordingly, to the maximum extent permitted, any provision of this Agreement shall be interpreted considered a separate payment and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A not one of the Code, the Participant shall not be considered to have separated from service with the Company a series of payments for purposes of this Agreement Code Section 409A. While it is intended that all payments and no payment shall be due to the Participant benefits provided under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Code Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A. The Company will have no liability to Executive or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. Executive further understands and agrees that Executive will be entirely responsible for any and all taxes on any benefits payable to Executive as a result of this Agreement. In addition, if Executive is a “specified employee” (within the meaning of Code Section 409A) at the time of his/her separation from service, then to the extent necessary to comply with Code Section 409A and avoid the imposition of the taxes under Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for 409A, the payment of any taxes certain benefits owed to Executive under this Agreement will be delayed and penalties incurred under Section 409A.instead paid (without interest) to Executive upon the earlier of the first business day of the seventh month following Executive’s separation from service or ten (10) days after the Company receives written confirmation of the Executive’s death.

Code Section 409A. (a) The intent of the parties is that payments and benefits under this Agreement are intended to either comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Code Section 409A”), including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and will be administered, construed, and interpreted in accordance with such intent. If any provision of this Agreement needs to be revised to satisfy the requirements of Code Section 409A, then the Company shall use its reasonable efforts to modify such provision to the extent subject thereto, and, accordingly, to and in the maximum extent permitted, this Agreement shall be interpreted and be administered manner necessary to be in compliance therewithwith such requirements of the Code Section 409A and any such modification will attempt to maintain the same economic results as were intended under this Agreement. Each payment under this Agreement is intended to be treated as one of a series of separate payment for purposes of Code Section 409A and Treas. Reg. §1.409A-2(b)(2)(iii) (or any similar or successor provisions). Notwithstanding anything contained herein in this Agreement to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Employee is considered a “specified employee” (as defined in Code Section 409A and Treas. Reg. §1.409A-1(c)(i) or any similar or successor provision) and would be entitled to a payment during the six (6)-month period beginning on the Termination Date that is not otherwise excluded under Code Section 409A under the exception for short-term deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exception, the payment will not be made to Employee until the earlier of the Codesix (6)-month anniversary of Employee’s Termination Date or Employee’s death and will be accumulated and paid on the first day of the seventh month following the Termination Date (or, the Participant shall if earlier within 30 days following Employee’s death). The Company does not be considered to have separated from service guarantee that any payments made in connection with the Company for Agreement will satisfy all applicable provisions of Code Section 409A. For purposes of this Agreement Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Code Section 409A, references to “termination of employment”, “termination”, or words and no payment phrases of similar import, shall be due deemed to the Participant under this Agreement on account of a separation from service until the Participant would be considered refer to have incurred a Employee’s “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Code Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement409A, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date interpreted and applied in a manner that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all consistent with the requirements of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

Code Section 409A. The intent of To the parties extent applicable, it is intended that payments and benefits under this Agreement and any payment made hereunder shall comply with Section 409A the requirements of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the Participant shall not be considered to have separated from service with U.S. Department of the Company for Treasury or the Internal Revenue Service (“Code Section 409A”). For purposes of this Agreement and no payment shall Agreement, a termination of employment will be due determined consistent with the rules relating to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from as defined in Code Section 409A. To the Company extent any provision of this Agreement is ambiguous as to its compliance with Code Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Code Section 409A. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Code Section 409A of the Code. Any payments described in this Agreement that are due within the “409A, such payment shall be deemed a short-term deferral period” as defined in deferral, even if it may also qualify for an exemption from Code Section 409A under another provision of Section 409A. Payments pursuant to Sections 5 and 10 hereof are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Any reimbursement of expenses shall be paid no later that the last day of the calendar year following the year in which the expense was incurred and is not in exchange for another benefit. Any provision that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall not have no force or effect until amended to comply with Code Section 409A, which amendment may be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, retroactive to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under permitted by Code Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.409A. SIGNATURE PAGE FOLLOWS

Code Section 409A. The intent of the parties It is intended that payments and benefits under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be exempt from or in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under with Section 409A 409 A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Participant shall not be considered to have separated from service with the Company for purposes provisions of this Agreement are to be construed accordingly. Payments provided hereunder are intended to satisfy the involuntary separation or short term deferral exemptions under 409A. However, in no event shall the Company or an affiliate be responsible for any tax or penalty owed by the Executive or beneficiary with regard to payments and no payment shall benefits provided herein. For purposes of Code Section 409A, each installment of payments or benefits is intended to be due treated as a separate payment, and the terms “employment termination” and ‘‘termination of employment” or terms of like kind are intended to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a constitute “separation from service” from the Company within the meaning of as defined under Code Section 409A of the Code. Any payments described 409A. Notwithstanding anything in this Agreement that are due within to the “short-term deferral period” as defined in contrary, if the Executive is determined to constitute a Code Section 409A “Specified Employee” at the time of separation from service, any payments not exempt from Code Section 409A shall be aggregated and delayed (if then required), and paid on the earlier of the Code first day of the seventh month following the Executive’s separation from service, or the day after the Executive’s death, as applicable. Thereafter, any remaining payments and benefits shall not be treated paid as deferred compensation unless applicable law requires otherwiseif there had been no earlier delay. Notwithstanding anything to the contrary in this AgreementAgreement or elsewhere, to in the extent event that any amounts are payable upon a separation from service the Executive waives the provisions of another severance or change in control agreement or arrangement for this Agreement and such participation in this Agreement is later determined to be a “substitution” (within the meaning of Section 409A) for the benefits under such agreement or arrangement, then any payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, or benefit under this Agreement or any other agreement that such Executive becomes entitled to receive during the remainder of the Company, waived term of such agreement or arrangement shall be made on payable in accordance with the first business day after the date that is six (6) months following time and form of payment provisions of such separation from service (agreement or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.arrangement.

Code Section 409A. The intent of Executive and the parties is Company intend that payments and the Severance benefits provided under this Agreement comply will comply, in form and operation, with Section 409A an exception to or exclusion from the requirements of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Internal Revenue Code (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, the Participant shall not be considered to have separated from service with the Company for purposes of “Code §409A”) and this Agreement will be construed and no payment shall administered in a manner that is consistent with and gives effect to such intention. All Severance payments upon a “termination of employment” under the Agreement will only be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred made upon a “separation from service” (as defined under Code §409A, without regard to any alternative definition thereunder, a “separation from service”). Each installment of the Severance benefits provided under this Section 3 is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i). The Severance benefits to be provided under this Section 3 are intended to be exempt from the Company requirements of Code §409A because such payment and benefits are short-term deferrals under Treas. Reg. §1.409A-1(b)(4) or provided under a separation pay plan within the meaning of Section 409A Treas. Reg. §1.409A-1(b)(9). However, if such exemptions are not available and Executive is, upon separation from service, a “specified employee” for purposes of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement§409A, then, solely to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or necessary to avoid adverse personal tax penalties consequences under Section 409A Code §409A, the timing of the Code, such payment, under this Agreement or any other agreement of the Company, Severance benefits payments shall be made on delayed until the first business day after the date that is earlier of (i) six (6) months following such and one day after Executive’s separation from service service, or (ii) Executive’s death. The parties acknowledge that the exemptions from application of Code §409A to severance benefits are fact specific, and any later amendment of this Agreement to alter the timing, amount or deathconditions that will trigger payment of Severance benefits may preclude the ability of Severance benefits provided under this Agreement to qualify for an exemption. It is intended that this Agreement shall comply with the requirements of Code §409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Code §409A. Notwithstanding any provision of this Agreement to the contrary, if earlier). The the Company makes no representation determines that any compensation or all benefits payable under this Agreement may be subject to Code §409A, the Company shall work in good faith with the Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Code §409A, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Code §409A, and/or (ii) comply with the requirements of Section 409A; provided, however, that this Section 3(f) shall not create an obligation on the part of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking Company to preclude Section 409A of the Code from applying to adopt any such payment. The Grantee amendment, policy or procedure or take any such other action, nor shall be solely responsible the Company have any liability for the payment of any taxes and penalties incurred under Section 409A.failing to do so.

Code Section 409A. The intent It is the intention of the parties is Company and Executive that payments and benefits under this his Agreement comply with Section 409A of Code not result in an unfavorable tax consequences to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties Executive under Section 409A of the Code, the Participant shall not be considered Code (“Section 409A”). Executive consents to have separated from service with any amendment of this Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, Executive a copy of such amendment. Moreover, notwithstanding anything in this Agreement to the contrary, if Executive is deemed to be a “specified employee” for purposes of Section 409A, no severance payment or other payments pursuant to, or contemplated by, this Agreement and no payment that would otherwise result in excise taxes under Section 409A shall be due made to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” Executive from the Company within until the meaning amount of time has elapsed that is necessary to avoid incurring excise taxes under Section 409A. Should this result in a delay of payments to Executive, on the first day any such payments may be made without Executive incurring an excise tax pursuant to Section 409A of the Code. Any payments described in this Agreement that are due within (the “short-term deferral period” 409A Payment Date”), the Company shall begin to make such payments as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary described in this Agreement, to the extent provided that any amounts are that would have been payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under earlier but for the application of this Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company24, shall be made paid in a lump-sum on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.Payment Date.”

Code Section 409A. The intent of the parties It is that payments intended, and benefits under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to construed, so that the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A Shares of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment Restricted Stock shall be due to the Participant under this Agreement on account of a separation exempt from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreementsection 409A. However, to the extent that any amounts are compensation payable upon a under this Agreement constitutes deferred compensation within the meaning of Code section 409A and the Department of Treasury regulations and other guidance thereunder, (i) any provisions of this Agreement that provide for payment of such compensation that is triggered by your separation from service shall be deemed to provide for payment that is triggered only by your “separation from service” within the meaning of Treasury Regulation Section §1.409A-1(h), and (ii) if you are a “specified employee” within the meaning of Treasury Regulation Section §1.409A-1(i) on the date of your separation from service (with such payment would result status determined by the Company in accelerated taxation and/or tax penalties under Section 409A 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 payment, under this Agreement separation from service or any other agreement 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)), such compensation shall be made on the first business day after paid to you six months following the date that is six (6) months following of such separation from service (or deathprovided, however, that if earlieryou die after the date of your separation from service, this six month delay shall not apply). The You acknowledge and agree that the Company makes has made no representation that regarding the tax treatment of any or all of the payments described payment under this Agreement and, notwithstanding anything else in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be Agreement, that you are solely responsible for the all taxes due with respect to any payment of any taxes and penalties incurred under Section 409A.this Agreement.

Code Section 409A. (a) The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A of Code to and the extent subject thereto, regulations and guidance promulgated thereunder (collectively “Section 409A”) including the exceptions thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under and any payments hereunder shall be made upon an event and in a manner that complies with Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant or an applicable exemption. Any payments under this Agreement on account of a that may be excluded from Section 409A either as separation pay due to an involuntary separation from service until or as a short-term deferral shall be excluded from Section 409A to the Participant would maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be considered treated as a separate payment. Any payments to have incurred be made under this Agreement in connection with a termination of employment shall only be made if such termination of employment constitutes a “separation from service” from the under Section 409A. The Company within the meaning of shall be entitled to amend this Agreement to comply and/or clarify a payments compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement(or an exemption therefrom), provided, however, to the extent that any amounts are payable upon a separation from service provision hereof is modified, such modification shall be made in good faith and such payment would result shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Section 409A. Notwithstanding anything in accelerated taxation and/or tax penalties the Agreement to the contrary, in no event whatsoever shall the Company be liable for any tax, interest or penalty that may be imposed on Xxxxx under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or damages for failing to comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

Code Section 409A. The intent of the parties Holder and the Company is that payments and benefits under this Award Agreement and the Option be exempt from, or comply with with, Section 409A of Code to the extent subject theretoCode, and, and accordingly, to the maximum extent permitted, this Award Agreement and the Award shall be interpreted and be administered to be in compliance accordance therewith. Notwithstanding anything contained herein to Each payment under this Award Agreement and the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Option shall be construed as a separate identified payment for purposes of Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any any payments described in this Award Agreement and the Option that are due within the “short-short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary in this Agreementcontrary, to the extent that any amounts are payable upon a separation from service and such payment would result required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, (a) the Holder shall not be considered to have terminated employment for purposes of this Award Agreement and no payments shall be due to the Holder under this Award Agreement or any other agreement that are payable upon the Holder’s termination of employment until the Holder would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Company, Code and (b) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Award Agreement and the Option during the six-month period immediately following the Holder’s separation from service shall instead be made paid on the first business day after the date that is six (6) months following such the Holder’s separation from service (or deathor, if earlier, the Holder’s death). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A..

Code Section 409A. The intent of This Agreement is intended to be interpreted and applied so that the parties is that payments and benefits under this Agreement set forth herein shall, as applicable, comply with Section 409A or be exempt from the requirements of Code to the extent subject theretoSection 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to the fullest extent possible to reflect and be administered to be in compliance therewithimplement such intent. Notwithstanding anything contained herein to the contrary, in this Agreement and to the extent required the payments and benefits set forth herein are subject to avoid accelerated taxation and/or tax penalties under Code Section 409A 409A, (i) a Termination of the Code, the Participant Service shall not be considered deemed to have separated from service with the Company occurred for purposes of any provision of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred unless such termination is also a “separation from service” from the Company within the meaning of Code Section 409A 409A; and (ii) a Total and Permanent Disability shall not be deemed to have occurred for purposes of any provision of this Agreement unless such disability is also a “disability” within the Code. Any payments described meaning of Code Section 409A. Notwithstanding any provision in this Agreement that are due to the contrary, if on his or her Termination of Service, the Participant is deemed to be a “specified employee” within the meaning of Code Section 409A, any payments or benefits due upon such Termination of Service that constitutes a “deferral of compensation” within the meaning of Code Section 409A and which do not otherwise qualify under the exemptions under Treas. Reg. § 1.409A-1 (including without limitation, the short-term deferral period” as defined in Section 409A of exemption and the Code shall not be treated as deferred compensation unless applicable law requires otherwisepermitted payments under Treas. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the CompanyReg. § 1.409A-1(b)(9)(iii)(A)), shall be made delayed and paid or provided to the Participant on the first business day after earlier of the date that is which immediately follows six (6) months following such after the Participant’s separation from service (or deathor, if earlier). The Company makes no representation that any or all , the date of the payments described in this Agreement will be exempt from or comply with Section 409A Participant’s death. * * * * * * * * [Remainder of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.Page Intentionally Left Blank

Code Section 409A. The intent of the parties is Parties intend that payments and benefits under this Agreement and the benefits provided hereunder be interpreted and construed to be exempt from or to otherwise comply with Code Section 409A of Code to the extent subject applicable thereto, and, accordingly, . Notwithstanding any provision of this Agreement to the maximum extent permittedcontrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be administered required to be assume any increased economic burden in compliance connection therewith. Although the Company intends to administer this Agreement so that it will be exempt from, or otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will be exempt from or otherwise comply with Code Section 409A, or any other provisions of federal, state, local, or non-United States laws. Neither the Company, its affiliates, nor their respective directors, officers, employees or advisors shall be liable to Xxxxxxx (or any individual claiming a benefit through Xxxxxxx) for any tax, interest, or penalties that Quarles may owe as a result of compensation or benefits paid under this Agreement, and the Company, its affiliates and their respective directors, officers, employees or advisors shall have no obligation to indemnify, reimburse, or otherwise protect Quarles from the obligation to pay any taxes pursuant to Code Section 409A or otherwise. Notwithstanding anything contained herein any provision of this Agreement to the contrary, in the event that any payment to Xxxxxxx or any benefit hereunder is made upon, or as a result of Xxxxxxx’ termination of employment, and Xxxxxxx is a “specified employee” (as that term is defined under Code Section 409A) at the extent required time Xxxxxxx becomes entitled to avoid accelerated taxation and/or tax penalties under any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Code Section 409A of the Code409A, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and then no such payment or benefit shall be due paid or commenced to the Participant be paid to Xxxxxxx under this Agreement on account of a separation from service until the Participant would be considered date that is the earlier to have incurred a occur of: (i) Xxxxxxx’ death, or (ii) six (6) months and one (1) day following his termination of employment (the “separation from service” from the Company within the meaning of Section 409A of the CodeDelay Period”). Any payments described in this Agreement that are due within which Xxxxxxx would otherwise have received during the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, Delay Period shall be made payable to Xxxxxxx in a lump sum on the first business day after the date that is six (6) months and one (1) day following such the effective date of the termination. For purposes of this Agreement, the terms “terminate,” “termination,” “termination of employment,” and variations thereof as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service service” as such term is defined under Code Section 409A. Any reimbursements by the Company to Xxxxxxx of any eligible expenses under this Agreement, other than reimbursements that would otherwise be exempt from income or the application of Code Section 409A, (“Reimbursements”) will be made promptly and, in any event, on or deathbefore the last day of Xxxxxxx’ taxable year following his taxable year in which the expense was incurred. The amount of any Reimbursements, if earlierand the value of any in-kind benefits to be provided to Xxxxxxx under this Agreement, other than in-kind benefits that would otherwise be exempt from income or the application of Code Section 409A, during any of Quarles’ taxable years will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other of his taxable years, except for any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b). The Company makes no representation that any right to Reimbursements, or all of the payments described in this Agreement in-kind benefits, will not be exempt from subject to liquidation or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible exchange for the payment of any taxes and penalties incurred under Section 409A.another benefit.

Code Section 409A. The intent of the parties is that payments and benefits under Payments made pursuant to this Agreement are intended to be exempt from or to otherwise comply with the provisions of Code Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A of the Codeand applicable guidance issued thereunder, the Participant Employee shall not be considered deemed to have separated from service with had a Termination unless the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have Employee has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not Treasury Regulation §1.409A-1(h), and amounts that would otherwise be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything payable pursuant to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of during the Company, six-month period immediately following the Employee’s Termination (including retirement) shall instead be made paid on the first business day after the date that is six (6) months following such separation from service the Employee’s Termination (or upon the Employee’s death, if earlier). The Company makes no representation that any or For purposes of Code Section 409A, to the extent applicable: (i) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (ii) except as otherwise provided in Section 13(a) of the payments described Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on the Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (iii) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (iv) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement will and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be solely responsible liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the payment Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes and penalties incurred under pursuant to Code Section 409A.

Code Section 409A. The intent of the parties is Parties intend that payments and benefits under this Agreement and the benefits provided hereunder be interpreted and construed to be exempt from or to otherwise comply with Code Section 409A of Code to the extent subject applicable thereto, and, accordingly, . Notwithstanding any provision of this Agreement to the maximum extent permittedcontrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be administered required to be assume any increased economic burden in compliance connection therewith. Although the Company intends to administer this Agreement so that it will be exempt from, or otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will be exempt from or otherwise comply with Code Section 409A, or any other provisions of federal, state, local, or non-United States laws. Neither the Company, its affiliates, nor their respective directors, officers, employees or advisors shall be liable to Xxxxxxx (or any individual claiming a benefit through Xxxxxxx) for any tax, interest, or penalties that Quarles may owe as a result of compensation or benefits paid under this Agreement, and the Company, its affiliates and their respective directors, officers, employees or advisors shall have no obligation to indemnify, reimburse, or otherwise protect Quarles from the obligation to pay any taxes pursuant to Code Section 409A or otherwise. Notwithstanding anything contained herein any provision of this Agreement to the contrary, in the event that any payment to Xxxxxxx or any benefit hereunder is made upon, or as a result of Xxxxxxx’ termination of employment, and Xxxxxxx is a “specified employee” (as that term is defined under Code Section 409A) at the extent required time Xxxxxxx becomes entitled to avoid accelerated taxation and/or tax penalties under any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Code Section 409A of the Code409A, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and then no such payment or benefit shall be due paid or commenced to the Participant be paid to Xxxxxxx under this Agreement on account of a separation from service until the Participant would be considered date that is the earlier to have incurred a occur of: (i) Xxxxxxx’ death, or (ii) six (6) months and one (1) day following his termination of employment (the “separation from service” from the Company within the meaning of Section 409A of the CodeDelay Period”). Any payments described in this Agreement that are due within which Xxxxxxx would otherwise have received during the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, Delay Period shall be made payable to Xxxxxxx in a lump sum on the first business day after the date that is six (6) months and one (1) day following such the effective date of the termination. For purposes of this Agreement, the terms “terminate,” “termination,” “termination of employment,” and variations thereof as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service service” as such term is defined under Code Section 409A. Any reimbursements by the Company to Xxxxxxx of any eligible expenses under this Agreement, other than reimbursements that would otherwise be exempt from income or the application of Code Section 409A, (“Reimbursements”) will be made promptly and, in any event, on or deathbefore the last day of Xxxxxxx’ taxable year following his taxable year in which the expense was incurred. The amount of any Reimbursements, if earlierand the value of any in-kind benefits to be provided to Xxxxxxx under this Agreement, other than in-kind benefits that would otherwise be exempt from income or the application of Code Section 409A, during any of Quarles’ taxable years will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other of his taxable years, except for any limit on the amount of expenses that may be reimbursed under an arrangement described in Code Section 105(b). The Company makes no representation that any right to Reimbursements, or all of the payments described in this Agreement in-kind benefits, will not be exempt from subject to liquidation or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such paymentexchange for another benefit. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.8.16

Code Section 409A. The intent of the parties is that payments and benefits under this the Agreement are exempt from or comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this the Agreement shall be interpreted and be administered to be in exempt from or compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code409A, the Participant Grantee shall not be considered to have separated from service with the Company for purposes of this the Agreement and no payment shall be due to the Participant Grantee under this the Agreement on account of a separation from service until the Participant Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. 409A. Any payments described in this the Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law Applicable Law requires otherwise. Notwithstanding anything to the contrary in this the Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code409A, such payment, under this the Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A. The Company makes no representation that any or all of the payments described in this the Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.409A. For purposes of making a payment under the Agreement, if any amount is payable as a result of a Change of Control, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, such event must also constitute a 409A CIC.

Code Section 409A. The intent This Agreement is intended to comply with the requirements of Code Section 409A and the parties is that payments regulations thereunder, and benefits under shall be interpreted in accordance with such intention. In the event this Agreement or any benefit paid to Executive hereunder is deemed to be subject to Code Section 409A, Executive consents to the Company adopting such conforming amendments as the Company deems necessary, in its reasonable discretion, to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A. Each payment made pursuant to the extent subject thereto, and, accordingly, to the maximum extent permitted, any provision of this Agreement shall be interpreted considered a separate payment and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A not one of the Code, the Participant shall not be considered to have separated from service with the Company a series of payments for purposes of this Agreement Code Section 409A. While it is intended that all payments and no payment shall be due to the Participant benefits provided under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Code Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A. The Company will have no liability to Executive or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. Executive further understands and agrees that Executive will be entirely responsible for any and all taxes on any benefits payable to Executive as a result of this Agreement. In addition, if Executive is a "specified employee" (within the meaning of Code Section 409A) at the time of his/her separation from service, then to the extent necessary to comply with Code Section 409A and avoid the imposition of the taxes under Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for 409A, the payment of any taxes certain benefits owed to Executive under this Agreement will be delayed and penalties incurred under Section 409A.instead paid (without interest) to Executive upon the earlier of the first business day of the seventh month following Executive’s separation from service or ten (10) days after the Company receives written confirmation of the Executive’s death.

Code Section 409A. The intent This Agreement is intended to comply with Section 409 of the parties is Internal Revenue Code of 1986, as amended (“Section 409A”), or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of Code to the extent subject theretoany taxes, andpenalties, accordingly, to the maximum extent permitted, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. Notwithstanding any provision of this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, if at the time of Executive’s separation from service, the Company determines that the Executive is a “specified employee,” within the meaning of Section 409A, then to the extent required any payment or benefit that the Executive becomes entitled to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a such separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as nonqualified deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement payment or any other agreement of the Company, benefit shall be made on the first business day after paid or provided at the date that which is the earlier of (i) six (6) months following and one day after such separation from service and (or death, if earlierii) the date of the Executive’s death (“Delay Period”). The Company makes no representation that any or all Upon the expiration of the Delay Period, all payments described and benefits delayed pursuant to this Section 24 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to the Executive in a single lump sum, and any remaining payments and benefits due under this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible paid or provided in accordance with the normal payment dates specified for the payment of any taxes and penalties incurred under Section 409A.them herein.

Code Section 409A. The intent of the parties is that payments (including settlements) and benefits under this the Agreement are exempt from or comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this the Agreement shall be interpreted and be administered to be in exempt from or compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code409A, the Participant Grantee shall not be considered to have separated from service with the Company for purposes of this the Agreement and no payment shall be due to the Participant Grantee under this the Agreement on account of a separation from service until the Participant Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. 409A. Any payments described in this the Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law Applicable Law requires otherwise. Notwithstanding anything to the contrary in this the Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code409A, such payment, under this the Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A. The Company makes no representation that any or all of the payments described in this the Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.409A. For purposes of making a payment under the Agreement, if any amount is payable as a result of a Change of Control, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, such event must also constitute a 409A CIC.

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, this Agreement and the award of RSUs hereunder are intended to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service comply with the Company for purposes requirements of Code Section 409A, and shall be interpreted and administered in accordance with such intent. Should any provision of this Agreement and no payment be found not to comply with, or otherwise not be exempt from, the provisions of Code Section 409A, such provision shall be due modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Executive, in such manner as the Committee determines to the Participant be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. Each payment or distribution of Stock made under this Agreement on account of shall be designated as a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company separate payment within the meaning of Code Section 409A. Any payment or distribution that is subject to Code Section 409A and payable upon the Executive’s termination of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code employment or other similar event shall not be treated made unless the Executive has experienced a "separation from service" as deferred compensation unless applicable law requires otherwise. Notwithstanding anything defined under Code Section 409A. Any payment subject to Section 409A that is to be made upon a "separation from service" to the contrary in this Agreement, to Executive on any date when the extent that any amounts are payable upon Executive is a separation from service and such payment would result in accelerated taxation and/or tax penalties "specified employee" as defined under Code Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall not be made on the first business day after paid before the date that is six (6) months following such the Executive’s "separation from service (or deathservice" or, if earlier), the Executive’s death. The Company makes no representation that any or all of the payments described Notwithstanding anything in this Agreement will be exempt from or comply with Section 409A of to the Code and makes no undertaking to preclude Section 409A of contrary, the Code from applying to any such payment. The Grantee Executive shall be solely responsible for the tax consequences of the RSUs, and in no event shall the Company have any responsibility or liability if any payment under this Agreement is subject to and/or fails to comply with the requirements of Code Section 409A. The Company will settle and pay out any taxes RSUs within two and penalties incurred under Section 409A.one-half (2½) months following the end of the year in which the Executive’s right to the RSUs is no longer subject to a substantial risk of forfeiture.

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything any provision to the contrary in this Agreement, no termination benefits to which Executive becomes entitled under Section 7 or Section 8 shall be provided to Executive prior to the extent that any amounts are payable upon a earlier of (i) the expiration of the 6-month period measured from the date of his "separation from service" with the Company (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death, if the Executive is deemed at the time of his separation from service to be a "key employee" for purposes of Code Section 416(i) and such payment would result delayed commencement is otherwise required in accelerated taxation and/or tax penalties order to avoid a prohibited distribution under Code Section 409A 409A(a)(2)(b)(i). Upon the expiration of the Codeapplicable Code Section 409A(a)(2) deferral period, all payments deferred pursuant to this Subsection 10.3 (whether they would have otherwise been payable in a single sum or in installments in the absence of such paymentdeferral) shall be paid in a lump sum to the Executive, and any remaining payments due under this Agreement or any other agreement of the Company, shall be made paid as provided herein. Executive shall be entitled to interest on any deferred benefits and payments hereunder, with interest accruing for the period any such benefits and payments are actually delayed. Interest will accrue at a per annum rate equal to the lowest corporate borrowing rate available to the Company on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.deferral period.

Code Section 409A. The intent of the parties is that payments (including settlements) and benefits under this the Agreement are exempt from or comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this the Agreement shall be interpreted and be administered to be in exempt from or compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code409A, the Participant Grantee shall not be considered to have separated from service with the Company for purposes of this the Agreement and no payment shall be due to the Participant Grantee under this the Agreement on account of a separation from service until the Participant Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. 409A. Any payments described in this the Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law Applicable Law requires otherwise. Notwithstanding anything to the contrary in this the Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code409A, such payment, under this the Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A. The Company makes no representation that any or all of the payments described in this the Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.409A. For purposes of making a payment under the Agreement, if any amount is payable as a result of a Change in Control, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, such event must also constitute a 409A CIC.

Code Section 409A. The intent This Award and Agreement are intended to comply with Code Section 409A or an exemption therefrom and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Code Section 409A. Notwithstanding any other provision of the parties is Agreement, any distributions or payments due hereunder that payments and benefits under this Agreement comply with are subject to Code Section 409A may only be made upon an event and in a manner permitted by Code Section 409A. “Termination of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, 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 “separation from service” as defined in Code Section 409A. Each payment of compensation under this Agreement, including installment payments, shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A treated as a separate payment of the Code, the Participant shall not be considered to have separated from service with the Company compensation for purposes of applying Code Section 409A. Except as provided in Section 6 of this Agreement Agreement, Grantee may not, directly or indirectly, designate the calendar year of settlement, distribution or payment. To the extent that an Award is or becomes subject to Code Section 409A and no payment shall be due Grantee is a Specified Employee (within the meaning of Code Section 409A) who becomes entitled to the Participant under this Agreement a distribution on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such no payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after before the date that which is six (6) months following such after the date of the Grantee's separation from service (or deathor, if earlier, the date of Grantee’s death (the “Delayed Payment Date”), and the accumulated amounts shall be distributed or paid in a lump sum payment on the Delayed Payment Date. The Notwithstanding the foregoing, the Company makes no representation representations that any or all of the payments described in and benefits provided under this Agreement will be exempt from or comply with Code Section 409A and shall not be liable for all or any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of the non-compliance with Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

Code Section 409A. The intent of To the parties extent applicable, it is intended that payments and benefits under this Agreement and any payment made hereunder shall be exempt from or comply with Section 409A the requirements of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the Participant U.S. Department of the Treasury or the Internal Revenue Service (“Code Section 409A”). In the event any provision of this Agreement relating to payment of the Severance would cause the Severance payment to fail to be exempt from or satisfy Code Section 409A, then that provision shall not be considered amended to have separated from service comply with Code Section 409A, following which payment of the Severance shall be made in accordance with the amendment. Without limiting the generality of the foregoing, for all purposes under this Agreement, reference to Executive’s “termination of employment” (and corollary terms) with the Company for purposes of this Agreement and no payment shall be due construed to the Participant under this Agreement on account of a separation from service until the Participant would be considered refer to have incurred a Executive’s “separation from service” from (as determined under Treasury Regulation Section 1.409A-1(h), as uniformly applied by the Company Company) with the Company. In the event that Executive is, at the Date of Termination, a “specified employee” within the meaning of Code Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in and any related regulations, no amount which is nonqualified deferred compensation subject to such Code Section 409A of the Code and regulations shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything paid to Executive prior to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that which is six (6) months following such after Executive’s separation from service ; provided, however, that such amount shall, within five (5) business days following the date of termination, be placed into escrow by the Company for the benefit of Executive. If the payments are delayed as a result of the terms of this Section 22, than on the first business day following the end of such six (6) month period (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will such earlier date upon which such amount can be exempt released from or comply with escrow and paid under Section 409A of the Code and makes no undertaking without resulting in a prohibited distribution), the Company shall pay Executive a lump-sum amount equal to preclude Section 409A of the Code from applying cumulative amount that would have otherwise been payable to any Executive during such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.period.

Code Section 409A. The intent of the parties is that payments and benefits under Payments made pursuant to this Agreement are intended to be exempt from or otherwise to comply with the provisions of Code Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A of the Codeand applicable guidance issued thereunder, the Participant Employee shall not be considered deemed to have separated from service with had a Termination unless the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have Employee has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not Treasury Regulation §1.409A-1(h), and amounts that would otherwise be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything payable pursuant to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of Performance Share Award (2017) during the Company, six-month period immediately following the Employee’s Termination (including Retirement) shall instead be made paid on the first business day after the date that is six (6) months following such separation from service the Employee’s Termination (or upon the Employee’s death, if earlier). The Company makes no representation that any or For purposes of Code Section 409A, to the extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (b) except as otherwise provided in Section 13(a) of the payments described Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); and (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination or Change in Control (as applicable). Although this Agreement will and the payments provided hereunder are intended to be exempt from or to otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be solely responsible liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the payment Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes and penalties incurred under pursuant to Code Section 409A.

Code Section 409A. The intent of Notwithstanding any other provision in the parties is that payments and benefits under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, if and to the extent required to avoid accelerated taxation and/or tax penalties under that Code Section 409A is deemed to apply to any benefit under the Agreement, it is the general intention of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement Bank that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreementsuch benefits shall, to the extent practicable, comply with, or be exempt from Code Section 409A, and the Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Agreement that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with Code Section 409A. In the event that the Bank (or a successor thereto) has any amounts are payable stock which is publicly traded on an established securities market or otherwise and the Officer is determined to be a “specified employee” (as defined under Code Section 409A), any payment to be made to the Officer upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall may not be made on the first business day after before the date that is six (6) months following such after the Officer’s separation from service (or death, if earlier). To the extent that the Officer becomes subject to the six-month delay rule, all payments that would have been made to the Officer during the six months following his separation from service that are not otherwise exempt from Code Section 409A, if any, will be accumulated and paid to the Officer during the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in the Agreement. The Company makes no representation parties intend that each installment of any or all of the payments described provided for in this Agreement is a separate “payment” for purposes of Section 409A. For the purposes herein, the phrase “termination of employment” or similar phrases will be exempt interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in the Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Agreement, and (ii) terms used in the Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that the Agreement or any benefit thereunder shall be deemed not to comply with Code Section 409A of 409A, then neither the Code and makes no undertaking to preclude Section 409A of Bank, the Code from applying Board, the Compensation Committee nor its or their designees or agents shall be liable to any such payment. The Grantee shall be solely responsible participant or other person for the payment of any taxes and penalties incurred under Section 409A.actions, decisions or determinations made in good faith.

Code Section 409A. The intent of the parties This Agreement is that payments and benefits under this Agreement intended to comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning requirements of Section 409A of the CodeInternal Revenue Code of 1986, as amended, and applicable regulations and guidance issued thereunder (“Code Section 409A”). Any payments described in Each payment under this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything a separate payment for purposes of Code Section 409A. Any payments or distributions to the contrary in be made to Executive under this Agreement, to the extent that any amounts are payable Agreement upon a separation from service of amounts classified as “nonqualified deferred compensation” for purposes of Code Section 409A, and such payment would result in accelerated taxation and/or tax penalties under not exempt from Code Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company409A, shall in no event be made on the first business day after the date that is or commence until six (6) months following after Executive’s Separation from Service. Where this Agreement provides for a payment of nonqualified deferred compensation subject to Code Section 409A, the date or event upon which such separation from service payment is to be made hereunder will be the Code Section 409A “payment date,” but actual payment will be made no later than the latest date permitted under Code Section 409A (generally, by the later of the end of the calendar year in which the payment date occurs, or death, if earlierthe 15th day of the third calendar month after the payment date occurs). The Company makes no representation To the extent that any payments made or all benefits provided pursuant to this Agreement are reimbursements or in-kind payments, to the extent necessary to comply with Code Section 409A, the amount of such payments or benefits during any calendar year shall not affect the amounts or benefits provided in any other calendar year, the payment date shall in no event be later than the last day of the payments described calendar year immediately following the calendar year in this Agreement will be exempt from or comply with Section 409A of which an expense was incurred and the Code and makes no undertaking to preclude Section 409A of the Code from applying right to any such paymentpayments or benefits shall not be subject to liquidation or exchange for another payment or benefit. The Grantee shall To the extent that any amount payable to Executive by Cash America or any Cash America plan would be solely responsible for subject to the payment additional 20% tax imposed under Code Section 409A, the parties will negotiate in good faith an alternative arrangement that will comply with the requirements of any taxes and penalties incurred under Section 409A.that section.

Code Section 409A. The intent Company and Employee agree that this Agreement will be interpreted to comply with or be exempt from Section 409A of the parties is Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Section 409A”) and all provisions of this Agreement will be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall Company be liable for all or any portion of Code to any taxes, penalties, interest, or other expenses that may be incurred by the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement Employee on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “shortnon-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply compliance with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.409A. DocuSign Envelope ID: 88E76F8D-082E-43D6-9EBB-16D980D89C8D

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with are intended to be exempt from the “short-term deferral” exception and “separation pay plan” exception under Code Section 409A to the fullest extent possible. Each individual payment provided under Section 3(d) is intended to be a separate payment and not a stream of payments for purposes of Code Section 409A. Anything in this Agreement to the contrary notwithstanding, if the severance payment above constitutes an item of deferred compensation subject to Code Section 409A, the Company and you shall take all steps necessary (including with regard to any post-termination services you may perform) to ensure that any termination described above constitutes a “separation from service” within the meaning of Code Section 409A. In addition, no such payment will be made to your prior to the earlier of (a) the first business day of the seventh month following your “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (b) the date of your death, if your are deemed at the time of such separation from service to be a “specified employee” within the meaning of that term under Code Section 409A and to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be such delayed commencement is otherwise required in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required order to avoid accelerated taxation and/or tax penalties the imposition of taxes under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement . All payments and no payment shall be due benefits which had been delayed pursuant to the Participant immediately preceding sentence will be paid to you in a lump sum without interest. It is intended that payments under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Code Section 409A, but the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from, or compliant with, Code Section 409A, and will have no liability to you or any other party if a payment under this Agreement that is intended to be exempt from, or compliant with, Code Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.is not so exempt or compliant.

Code Section 409A. The intent of the parties is that payments and benefits under Payments made pursuant to this Agreement are intended to be exempt from or otherwise comply with the provisions of Code Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A of the Codeand applicable guidance issued thereunder, the Participant Employee shall not be considered deemed to have separated from service with had a Termination unless the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have Employee has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not Treasury Regulation §1.409A-1(h), and amounts that would otherwise be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything payable pursuant to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of during the Company, six-month period immediately following the Employee’s Termination (including Retirement) shall instead be made paid on the first business day after the date that is six (6) months following such separation from service the Employee’s Termination (or upon the Employee’s death, if earlier). The Company makes no representation that any or For purposes of Code Section 409A, to the extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (b) except as otherwise provided in Section 13(a) of the payments described Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Performance Share Award (2021) Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); and (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination or Change in Control (as applicable). Although this Agreement will and the payments provided hereunder are intended to be exempt from or otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be solely responsible liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the payment Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes and penalties incurred under pursuant to Code Section 409A.

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, If the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred is a “separation from servicespecified employee,” from the Company within the meaning of Section 409A of the Code. Any Code and the U.S. Treasury Regulations promulgated thereunder (collectively, “Section 409A”), at the time of a separation from service, any payments described in made under this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon connection with a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall instead be made paid on the first business day after following the date that is expiration of the six (6) months 6)-month period following such the Participant's separation from service (or deathif necessary to comply with Section 409A. It is the intent that the terms of the Restricted Stock Units shall comply with the requirements of Section 409A, if earlier)and any ambiguities herein will be interpreted to so comply. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all vesting or payouts provided under this Agreement are made in a manner that complies with Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A if compliance is not practical; provided, however, that nothing in this paragraph 15 creates an obligation on the part of the Company to modify the terms of this Agreement or the Plan, and the Company makes no representation that any or all the terms of the payments described in Restricted Stock Units provided under this Agreement will be exempt from or comply with Section 409A or that payments under the Restricted Stock Units will not be subject to taxes, interest and penalties or other adverse tax consequences under Section 409A. In no event whatsoever shall the Company or any of its Subsidiaries or affiliates be liable to any party for any additional tax, interest or penalties that may be imposed on the Code and makes no undertaking to preclude Participant by Section 409A of the Code from applying or any damages for failing to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under comply with Section 409A.

Code Section 409A. The intent Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the parties Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under Xxxxx. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. 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 comply with to which Code Section 409A of Code applies, all references in this Agreement to the extent subject thereto, and, accordingly, termination date or other termination of Executive’s employment are intended to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a mean Executive’s “separation from service” from the Company within the meaning of Code Section 409A(a)(2)(A)(i), and (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, including, without limitation, under Sections 4(c) and (d), shall be treated as a right to a series of separate payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the Code. Any payments described in extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement that are due within during the six- month period immediately following Executive’s “short-term deferral periodseparation from service” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything paid to the contrary Executive during such period, but shall instead be accumulated and paid to Executive in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made lump sum on the first business day after the earlier of the date that is six (6) months following such Executive’s separation from service (or deathservice. Notwithstanding the foregoing, if earlier). The Company makes no representation that any or all provision of the payments described in this Agreement will shall be exempt from 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 the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.its Affiliates

Code Section 409A. The intent of the parties is that payments and benefits under Payments made pursuant to this Agreement are intended to be exempt from or otherwise comply with the provisions of Code Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A of the Codeand applicable guidance issued thereunder, the Participant Employee shall not be considered deemed to have separated from service with had a Termination unless the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have Employee has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not Treasury Regulation §1.409A-1(h), and amounts that would otherwise be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything payable pursuant to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of during the Company, six-month period immediately following the Employee’s Termination (including Retirement) shall instead be made paid on the first business day after the date that is six (6) months following such separation from service the Employee’s Termination (or upon the Employee’s death, if earlier). The Company makes no representation that any or For purposes of Code Section 409A, to the extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (b) except as otherwise provided in Section 13(a) of the payments described Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (d) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement will and the payments provided hereunder are intended to be exempt from or otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be solely responsible liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the payment Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes and penalties incurred under pursuant to Code Section 409A.409A. 17.

Code Section 409A. The intent of In paying the parties is amounts specified above, I acknowledge that payments and benefits under this Agreement comply with Section 409A of Code the Company makes no representation as to the extent subject theretotax consequences or liability arising from said payments including, andwithout limitation, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Internal Revenue Code of 1986, as amended ("Code"). I agree to pay any and all income, the Participant shall not excise, and other federal, state, and local taxes which may be considered determined to have separated from service be due in connection with the Company for purposes of this Agreement and no payment shall be due to payments described above. The parties acknowledge that the Participant severance benefits payable under this Agreement on account of a separation from service until the Participant would be considered are intended to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking the regulations and guidance promulgated thereunder to preclude Section the extent applicable. The Company shall be entitled to report such payments as required under the Code or any provision of U.S., state, local, or non-U.S. tax law. All payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" under section 409A of the Code from applying Code. For purposes of section 409A of the Code, the right to any such receive a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Further, for purposes of the limitations on nonqualified deferred compensation under section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment. The Grantee In no event may I, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provisions in the Agreement to the contrary, I acknowledge that I am a "specified employee" (within the meaning of Code Section 409A) as of the effective date of my separation from service with the Company, and, as a result, distribution of the termination benefits specified herein (to the extent that they are subject to and not otherwise exempt or excepted from Code Section 409A (e.g., under the short-term deferral exception and/or the severance pay exception)) shall not commence earlier than six months after the effective date of my separation from service with the Company. Payments delayed by the preceding sentence shall be solely responsible for accumulated and paid on the payment earliest administratively feasible date permitted by such sentence. Benefits delayed by this provision shall commence on the day after such delay. Date:___8/14/15____________________________ Printed Name:__Joseph X. Xxxxxxxx III_________ Signature:__/s/ Xxxxxx X. Xxxxxxxx III__________ ` Received and agreed to by Drew Industries Incorporated on behalf of any taxes itself and penalties incurred under Section 409A.all other persons and entities released herein: By:__/s/ Xxxx Xxxxxxxx, CHRO_________________ Date:___8/14/15____________________________ TRANSITION, SEPARATION AND GENERAL RELEASE AGREEMENT – XXXXXX X. XXXXXXXX III

Code Section 409A. The intent of This Agreement and the parties is that payments monies and benefits under provided hereunder are intended to qualify for an exemption from Code Section 409A, where applicable, provided, however, that if this Agreement and the monies and benefits provided hereunder are not so exempt, they are intended to comply with Code Section 409A of Code to the extent subject applicable thereto, and, accordingly, . Notwithstanding any provision of this Agreement to the maximum extent permittedcontrary, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to construed consistent with this intent, provided that the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant Company shall not be considered required to have separated from service assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will comply with Code Section 409A or any other provision of federal, state, or local law. Neither the Company nor its directors, officers, employees or advisers shall be liable to the Executive (or any other individual claiming a benefit through the Executive) for purposes any tax, interest, or penalties the Executive may owe as a result of monies or benefits paid under this Agreement, and the Company shall have no obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes pursuant to Code Section 409A. With respect to the payments provided by Section 2(a)(v) of this Agreement and no payment Agreement, the Executive’s employment shall be due to treated as terminated if the Participant under this Agreement on account termination meets the definition of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of as set forth in Treasury Regulation Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise1.409A-1(h)(l). Notwithstanding anything to the contrary contained in this Agreement, if (a) the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i), and (b) any payment provided by this Agreement does not qualify for exemption from Code Section 409A under the short-term deferral exception to deferred compensation of Treasury Regulation Section 1.409A-1(b)(4) or otherwise, then, to the extent required for compliance with Code Section 409A, any payments that any amounts are payable upon a separation not exempt from service and such payment would result in accelerated taxation and/or tax penalties under Code Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on in accordance with the terms of this Agreement, but in no event earlier than the first business to occur of (i) the first day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of seventh month following the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.Executive’s termination of

Code Section 409A. The intent Parties intend that the benefits provided in this Agreement qualify for the exceptions from coverage under Section 409A of the parties Internal Revenue Code of 1986, as amended (the “Code”) (and the regulations or other applicable guidance issued pursuant to the Code), such as the exception for “short-term deferrals” under Treas. Reg. Section 1.409A-1(b)(4) and the exception for “involuntary” separation pay plans under Xxxxx. Reg. Section 1.409A-1(b)(9)(iii). To the extent Code Section 409A is applicable to this Agreement and the benefits provided hereunder, the Company intends that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. 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 comply with to which Code Section 409A of Code applies, all references in this Agreement to the extent subject thereto, and, accordingly, termination date or other termination of Executive’s employment are intended to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a mean Executive’s “separation from service” from the Company within the meaning of Code Section 409A(a)(2)(A)(i), and (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, including, without limitation, under Sections 4(c) and (d), shall be treated as a right to a series of separate payments. In addition, if Executive is a “specified employee” within the meaning of Code Section 409A at the time of Executive’s separation from service, then to the Code. Any payments described in extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement that are due within during the six-month period immediately following Executive’s “short-term deferral periodseparation from service” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything paid to the contrary Executive during such period, but shall instead be accumulated and paid to Executive in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made lump sum on the first business day after the earlier of the date that is six (6) months following such Executive’s separation from service (or deathservice. Notwithstanding the foregoing, if earlier). The Company makes no representation that any or all provision of the payments described in this Agreement will shall be exempt from 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 the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.its Affiliates

Code Section 409A. The intent of In paying the parties is amounts specified above, I acknowledge that payments and benefits under this Agreement comply with Section 409A of Code the Company makes no representation as to the extent subject theretotax consequences or liability arising from said payments including, andwithout limitation, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). I agree to pay any and all income, the Participant shall not excise, and other federal, state, and local taxes which may be considered determined to have separated from service be due in connection with the Company for purposes of this Agreement and no payment shall be due to payments described above. The parties acknowledge that the Participant severance benefits payable under this Agreement on account of a separation from service until the Participant would be considered are intended to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking the regulations and guidance promulgated thereunder to preclude Section the extent applicable. The Company shall be entitled to report such payments as required under the Code or any provision of U.S., state, local, or non-U.S. tax law. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A of the Code from applying Code. For purposes of section 409A of the Code, the right to any such receive a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Further, for purposes of the limitations on nonqualified deferred compensation under section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment. The Grantee In no event may I, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provisions in the Agreement to the contrary, I acknowledge that I am a “specified employee” (within the meaning of Code Section 409A) as of the effective date of my separation from service with the Company, and, as a result, distribution of the termination benefits specified herein (to the extent that they are subject to and not otherwise exempt or excepted from Code Section 409A (e.g., under the short-term deferral exception and/or the severance pay exception)) shall not commence earlier than six months after the effective date of my separation from service with the Company. Payments delayed by the preceding sentence shall be solely responsible for accumulated and paid on the payment of any taxes and penalties incurred under Section 409A.earliest administratively feasible date permitted by such sentence. Benefits delayed by this provision shall commence on the day after such delay. Employee:

Code Section 409A. The intent Notwithstanding the other provisions hereof, this Plan is intended to comply with the requirements of Section 409A of the parties is that payments Code, to the extent applicable, and benefits this Plan shall be interpreted to avoid any penalty sanctions under this Agreement Section 409A of the Code. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A of the Code to the extent subject thereto, and, accordinglyif necessary, to the maximum extent permitted, this Agreement any such provision shall be interpreted deemed amended to comply with Section 409A of the Code and regulations thereunder. If any payment or benefit cannot be administered to provided or made at the time specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in compliance therewithfull at the earliest time thereafter when such sanctions will not be imposed. Notwithstanding anything contained herein herein, the Company makes no representations that the payments and benefits provided under the Plan comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by or imposed upon a Participant for failure to comply with, or satisfy and exemption from, Section 409A of the contrary, Code. All payments to be made upon a termination of employment under this Agreement that are deferred compensation may only be made upon a “separation from service” under Section 409A of the Code. To the maximum extent required to avoid accelerated taxation and/or tax penalties permitted under Section 409A of the Code, the Participant shall not be considered Severance Benefits payable under this Plan are intended to have separated from service comply with the Company for purposes “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Xxxxx. Reg. §1.409A-1(b)(9)(iii); provided, however, any portion of this Agreement and no payment shall be due the Severance Benefits that are payable to the a Participant under this Agreement on account of upon or in connection with a separation from service until the Participant and would be considered paid during the six (6) month period following the Participant’s Date of Termination that does not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to have incurred a “separation from service” from the Company within the meaning requirements of Section 409A of the Code. Any payments described in this Agreement that are due within , then such amount shall hereinafter be referred to as the “shortExcess Amount.” If at the time of the Participant’s separation from service, the Company’s (or any entity required to be aggregated with the Company under Section 409A of the Code) stock is publicly-term deferral periodtraded on an established securities market or otherwise and the Participant is a “specified employee” (as defined in Section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall not postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following the Participant’s Date of Termination with the Company (or any successor thereto) for six (6) months following the Participant’s Date of Termination with the Company (or any successor thereto). The delayed Excess Amount shall be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything paid in a lump sum to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after Participant within ten (10) days following the date that is six (6) months following such separation from service the Participant’s Date of Termination with the Company (or death, if earlier)any successor thereto) and any remaining installments shall continue to be paid to the Participant on their original schedule. The Company makes no representation that any or all If the Participant dies during such six (6) month period and prior to the payment of the payments described in this Agreement will portion of the Excess Amount that is required to be exempt from or comply with delayed on account of Section 409A of the Code and makes Code, such Excess Amount shall be paid to the personal representative of the Participant’s Beneficiary within sixty (60) days after the Participant’s death. In no undertaking to preclude event may a Participant, directly or indirectly, designate the calendar year of payment. For purposes of Section 409A of the Code from applying Code, each payment made under this Plan shall be treated as a separate payment. To the extent that any in-kind benefits or reimbursements payable pursuant to the Plan are subject to Section 409A of the Code: (a) any such payment. The Grantee shall in-kind benefits or reimbursements will be solely responsible provided or paid no later than December 31 of the year following the year in which the expense was incurred, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any year will not affect the payment of expenses eligible for reimbursement, or in-kind benefits to be provided, in any taxes subsequent year, and penalties incurred under Section 409A.(c) the right to the in-kind benefits or reimbursement will not be subject to liquidation or exchange for another benefit.

Code Section 409A. The intent This Award and Agreement are intended to comply with Code Section 409A or an exemption therefrom and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Code Section 409A. Notwithstanding any other provision of the parties is Agreement, any distributions or payments due hereunder that payments and benefits under this Agreement comply with are subject to Code Section 409A may only be made upon an event and in a manner permitted by Code Section 409A. “Termination of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, 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 “separation from service” as defined in Code Section 409A. Each payment of compensation under this Agreement, including installment payments, shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A treated as a separate payment of the Code, the Participant shall not be considered to have separated from service with the Company compensation for purposes of this Agreement applying Code Section 409A. Except as permitted under Code Section 409A, Grantee may not, directly or indirectly, designate the calendar year of settlement, distribution or payment. To the extent that an Award is or becomes subject to Code Section 409A and no payment shall be due Grantee is a Specified Employee (within the meaning of Code Section 409A) who becomes entitled to the Participant under this Agreement a distribution on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such no payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after before the date that which is six (6) months following such after the date of the Grantee's separation from service (or deathor, if earlier, the date of Grantee’s death (the “Delayed Payment Date”), and the accumulated amounts shall be distributed or paid in a lump sum payment on the Delayed Payment Date. The Notwithstanding the foregoing, the Company makes no representation representations that any or all of the payments described in and benefits provided under this Agreement will be exempt from or comply with Code Section 409A and shall not be liable for all or any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of the non-compliance with Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this This Agreement shall be interpreted and construed to either be administered exempt from or comply with Section 409A. In the event this Agreement or any benefit paid under this Agreement to the Executive is deemed to be in compliance therewith. Notwithstanding anything contained herein subject to Section 409A, the Executive consents to the contraryCompany’s adoption of such conforming amendments as the Company deems advisable or necessary, in its sole discretion, to comply with Section 409A and avoid the extent required to avoid accelerated taxation and/or tax penalties imposition of taxes under Section 409A 409A. Each payment made pursuant to any provision of the Code, the Participant this Agreement shall not be considered to have separated from service with the Company a separate payment and not one of a series of payments for purposes of this Agreement and no payment shall be due to Section 409A. In addition, if upon the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a Executive’s “separation from service” from the Company within the meaning of Section 409A of 409A, the Code. Any payments described in this Agreement that are due within the Executive is then a “short-term deferral periodspecified employee” (as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement409A), then solely to the extent that any amounts are payable upon a separation from service necessary to comply with Section 409A and such payment would result in accelerated taxation and/or tax penalties avoid the imposition of taxes under Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to Section 409A payable as a result of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is and within six (6) months following such “separation from service service” under this Agreement until the earlier of (or death, if earlier). The Company makes no representation that any or all i) the first business day of the payments described in this Agreement will be exempt seventh month following the Executive’s “separation from service,” or comply with Section 409A (ii) ten (10) days after the Company receives written confirmation of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any Executive’s death. Any such payment. The Grantee delayed payments shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.made without interest. SEVERANCE AGREEMENT (FOR EXECUTIVE VICE PRESIDENTS WITH THREE YEARS OR MORE IN AN OFFICER POSITION)

Code Section 409A. The intent parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement, the parties intend that this Agreement comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the parties is that foregoing, and notwithstanding any other provision of this Agreement to the contrary, with respect to any payments and benefits under this Agreement comply with to which Code Section 409A of Code applies, all references in this Agreement to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A termination of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a Executive's employment or separation from service until are intended to mean the Participant would be considered to have incurred a “Executive's "separation from service” from the Company ," within the meaning of Code Section 409A(a)(2)(A)(i). In addition, if the Executive is a "specified employee" within the meaning of Code Section 409A at the time of the Code. Any payments described in Executive's separation from service, then to the extent necessary to avoid subjecting the Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement that are due within based on the “short-term deferral period” as defined in Section 409A of the Code Executive's separation from service, shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything paid to the contrary in this AgreementExecutive during the six-month period immediately following the Executive's separation from service, but shall instead be accumulated and paid to the extent that any amounts are payable upon a separation from service and such payment would result Executive (or, in accelerated taxation and/or tax penalties under Section 409A the event of the CodeExecutive's death, such payment, under this Agreement or any other agreement of the Company, shall be made Executive's estate) in a lump sum on the first business day after the earlier of the date that is six (6) months following such the Executive's separation from service (or the Executive's death. No additional interest or earnings shall be due on such amounts during such six-month period, if earlier)except as otherwise specified by this Agreement. The Company makes This Agreement shall be deemed to be amended, and any deferrals and distributions hereunder shall be deemed to be modified, to the extent permitted by and necessary to comply with Code Section 409A and to avoid or mitigate the imposition of additional taxes under Code Section 409A. Notwithstanding the foregoing, no representation that any or all provision of the payments described in this Agreement will shall be exempt from interpreted or construed to transfer any liability for failure to comply with Code Section 409A from the Executive or any other individual to the Company or any of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.its Affiliated Companies.

Code Section 409A. The intent Anything in this Agreement to the contrary notwithstanding, if the severance payment above constitutes an item of deferred compensation subject to Code Section 409A, the Company and you shall take all steps necessary (including with regard to any post-termination services you may perform) to ensure that any termination described above constitutes a “separation from service” within the meaning of Code Section 409A. In addition, no such payment will be made to your prior to the earlier of (a) the expiration of the parties six-month period measured from the date of your “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (b) the date of your death, if your are deemed at the time of such separation from service to be a “specified employee” within the meaning of that payments and benefits term under this Agreement comply with Code Section 409A of Code and to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be such delayed commencement is otherwise required in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required order to avoid accelerated taxation and/or tax penalties a prohibited distribution under the Treasury Regulations issued under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement . All payments and no payment shall be due benefits which had been delayed pursuant to the Participant under this Agreement on account immediately preceding sentence will be paid to you in a lump sum upon expiration of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “shortsuch six-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service month period (or if earlier upon your death, if earlier). The Company makes no representation It is intended that any or all of the payments described in under this Agreement will be exempt from or comply with Code Section 409A, but the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from, or compliant with, Code Section 409A, and will have no liability to you or any other party if a payment under this Agreement that is intended to be exempt from, or compliant with, Code Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.is not so exempt or compliant.

Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of Code Committee shall to the extent subject theretoapplicable interpret and construe this Award to comply with Code Section 409A and Section 24 of the Plan, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required a Change in Control shall be limited to avoid accelerated taxation and/or tax penalties under a Change in Control that complies with Code Section 409A. The Committee may interpret or amend this Award to comply with Code Section 409A without the Participant’s consent even if such amendment would have an adverse effect on this Award. To the extent required under Code Section 409A, in the case of the Codeany Participant who is specified employee, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement a distribution on account of a separation from service until may not be made before the Participant would be considered date which is six months after the date of the Participant’s separation from service (or, if earlier, the date of the Participant’s death). For purposes of the foregoing and to have incurred a the extent required by Code Section 409A with respect to an Award, the terms “separation from service” from and “specified employee” all shall be defined in the Company within the meaning same manner as those terms are defined for purposes of Section 409A of the Code. Any payments described , and the limitations set forth herein shall be applied in this Agreement that are due within such manner 11202773v2 (and only to the “short-term deferral period” extent) as defined in shall be necessary to comply with any requirements of Section 409A of the Code shall not be treated as deferred compensation unless that are applicable law requires otherwise. Notwithstanding anything to the contrary in this AgreementAward as determined by the Committee. Furthermore, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties required under Code Section 409A of the Code409A, such payment, under this Agreement or any other agreement none of the Company, the Committee or Board shall be made on have any discretion otherwise provided in the first business day after Plan or herein to the date that extent such discretion is six (6) months following such separation from service (prohibited under Code Section 409A for compliance with Code Section 409A with respect to deferred compensation including, without limitation, any discretion to accelerate or deathsubstitute as permitted under the Plan or determine an event is or is not a Change in Control. Notwithstanding the foregoing, if earlier). The Company makes no representation that any or all none of the payments described in this Agreement will be exempt from Company, any Affiliate or comply with Section 409A any officer, director, employee, shareholder or any agent of the Code and makes no undertaking to preclude Section 409A any of the Code from applying to any such payment. The Grantee shall be solely them guarantees or is responsible for the payment tax consequences to a Participant with respect to this Award under the Plan and the administration of the Plan, including without limitation, any taxes excise or penalty tax or interest under Code Section 409A. Participant is advised to consult Participant’s tax advisor with respect to this Award and penalties incurred under Section 409A.the tax consequences of this Award of RSUs and any payments hereunder.

Code Section 409A. The intent of parties acknowledge that the parties is that payments and benefits under set forth in this Agreement are intended to comply with Code Section 409A of Code to the extent subject theretosuch payments and benefits are not exempt from Code Section 409A under the "separation pay exception," to the maximum extent applicable and/or the "short-term deferral exception" or another exception under Code Section 409A, andand shall be paid under the applicable exception. The parties also agree that this Agreement may be modified, accordinglyas reasonably requested by any party, to the extent necessary to comply with all applicable requirements of, and to avoid the imposition of any additional tax, interest, and penalties under Code Section 409A in connection with the payments and benefits to be paid hereunder. Any such modification shall maintain the original intent and benefit to the parties of the applicable provisions of this Agreement, to the maximum extent permitted, possible without violating Code Section 409A. All payments to be made upon a termination of employment under this Agreement shall may only be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties made upon a "separation from service" under Section section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreementherein, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A if, as of the CodeExecutive's Termination Date, such payment, under this Agreement or any other agreement Executive is a "key employee" within the meaning of the Company, shall be made on the first business day after the date that is six (6Section 416(i) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A the Company has stock that is publicly traded on an established securities market or otherwise, any payment that constitutes deferred compensation because of employment termination will be suspended until the first day of the seventh month following the month in which Executive's last day of employment occurs. 'Deferred compensation' means compensation provided under a nonqualified deferred compensation plan as defined in, and subject to, Code from applying to any such payment. The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

Code Section 409A. The intent of the parties It is intended that payments and benefits any amounts payable under this Agreement comply with will be exempt from Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) under the “short-term deferral” exemption and this Agreement shall be interpreted accordingly; provided, however, that to the extent any amounts payable under this Agreement are determined to be subject thereto, and, accordingly, to the maximum extent permittedSection 409A, this Agreement shall be interpreted and accordingly. To the extent that any amount payable under this Agreement would trigger any additional tax, penalty or interest imposed by Code Section 409A, this Agreement shall be administered modified to be in compliance therewithavoid such additional tax, penalty or interest yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. Notwithstanding anything contained herein in this Agreement to the contrary, to the extent required necessary to avoid accelerated taxation and/or tax penalties under triggering additional tax, penalty or interest imposed by Code Section 409A of the Code409A, the Participant no event or condition shall not be considered to have separated from service with the Company constitute a Change in Control for purposes of this Agreement unless it also constitutes a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5) and no payment the termination of the Executive’s employment shall not be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered deemed to have incurred occurred unless and until a “separation from service” (as that term is used in Code Section 409A) occurs. To the extent necessary to avoid triggering additional tax, penalty or interest imposed by Code Section 409A, if the Executive is deemed on the date of a separation from the Company service to be a “specified employee” (within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6409A(a)(2)(B) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking determined using any identification methodology and procedure selected by the Company from time to preclude time, or, if none, the default methodology and procedure specified under Code Section 409A), then with regard to any payment that is determined to constitute nonqualified deferred compensation within the meaning of Code Section 409A and is paid as a result of the Code Executive’s separation from applying service, such payment shall not be made or provided prior to any the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such payment“separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). The Grantee Upon the expiration of the Delay Period, all payments delayed pursuant to the preceding sentence shall be solely responsible paid to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for the payment of any taxes and penalties incurred under Section 409A.them herein.

Code Section 409A. The intent of the parties This Agreement is that payments and benefits under this Agreement intended to comply with the applicable requirements of Code Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. Notwithstanding the foregoing, you and SureWest agree to consent to any amendments that are reasonably necessary or advisable to comply with Code Section 409A or an exemption therefrom. Each payment made pursuant to any provision of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted considered a separate payment and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A not one of the Code, the Participant shall not be considered to have separated from service with the Company a series of payments for purposes of this Agreement Code Section 409A. While it is intended that all payments and no payment shall be due to the Participant benefits provided under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement you will be exempt from or comply with Code Section 409A, SureWest makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Code Section 409A. SureWest will have no liability to you or any other party if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. You further understand and agree that you will be entirely responsible for any and all taxes on any benefits payable to you as a result of this Agreement. In addition, if upon your Termination Date, you are then a “specified employee” (as defined in Code Section 409A), then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, SureWest shall defer payment of “nonqualified deferred compensation” subject to Code Section 409A payable as a result of and within six (6) months following your Separation from Service under this Agreement until the earlier of (i) the first business day of the Code and makes no undertaking to preclude Section 409A seventh month following your Termination Date or (ii) ten (10) days after SureWest receives written notification of the Code from applying to any your death. Any such payment. The Grantee delayed payments shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.made without interest.

Code Section 409A. The intent of the parties is that payments and benefits under this the Agreement comply with Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this the Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this the Agreement and no payment shall be due to the Participant under this the Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this the Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this the Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this the Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this the Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. For purposes of making a payment under the Agreement, if any amount is payable as a result of a Substantial Corporate Change, such event must also constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A.

Code Section 409A. The intent of the parties is that payments and benefits under Payments made pursuant to this Agreement are intended to be exempt from or otherwise comply with the provisions of Code Section 409A of Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A of the Codeand applicable guidance issued thereunder, the Participant Employee shall not be considered deemed to have separated from service with had a Termination unless the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have Employee has incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not Treasury Regulation §1.409A-1(h), and amounts that would otherwise be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything payable pursuant to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of during the Company, six-month period immediately following the Employee’s Termination (including Retirement) shall instead be made paid on the first business day after the date that is six (6) months following such separation from service the Employee’s Termination (or upon the Employee’s death, if earlier). The Company makes no representation that any or For purposes of Code Section 409A, to the extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (b) except as otherwise provided in Section 13(a) of the payments described Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the term “as soon as administratively possible” means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (d) the date of the Employee’s Disability shall be determined by the Company in its sole discretion. Although this Agreement will and the payments provided hereunder are intended to be exempt from or otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Grantee Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be solely responsible liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the payment Employee may owe as a result of compensation Performance-Vested Restricted Stock Unit Agreement (2021) paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes and penalties incurred under pursuant to Code Section 409A.

Code Section 409A. The intent of the parties This Agreement is that payments and benefits under this Agreement comply with Section 409A of Code intended to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement on account of a separation from service until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and makes no undertaking the parties hereto agree to preclude interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company (provided that neither the Company nor any of its affiliates shall have any liability to Executive for any taxes, penalties or interest imposed on Executive under Code Section 409A). Notwithstanding any other provision of this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Executive’s “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following Executive’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Executive in a lump-sum cash payment on the earlier of (i) the first regular payroll date of the Code seventh month following Executive’s separation from applying to any such paymentservice or (ii) the 10th business day following Executive’s death. The Grantee No reimbursement or in-kind benefit shall be solely responsible subject to liquidation or exchange for another benefit and the payment amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided, in a subsequent calendar year. Any reimbursement to which Executive is entitled hereunder shall be made no later than the last day of any taxes and penalties incurred under Section 409A.the calendar year following the calendar year in which such expenses were incurred.