Common use of Code Section 409A Clause in Contracts

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. (i) Notwithstanding anything to the contrary in this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any the final regulations and any guidance promulgated thereunder, as they each may be amended from time to time thereunder (“Section 409A”) at the time of the Employee’s termination (other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company)death) or resignation, then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee the Employee, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case which may be benefits that are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made that are payable within the first six (6) months following the Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and employment, will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following his or her termination but prior to the six (6) month anniversary of his date of or her termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of Each payment and benefit payable under this Agreement is intended to comply with the requirements constitute a separate payment for purposes of Section 409A so that none 1.409A-2(b)(2) of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complyTreasury Regulations.

Code Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of EmployeeExecutive’s termination separation from service (other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only that portion of and the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case which may be are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and separation from service will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee Executive dies following his termination but prior to the six (6) month anniversary of his date of terminationseparation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of Each payment and benefit payable under this Agreement is intended to comply with the requirements constitute separate payments for purposes of Section 409A so that none 1.409A-2(b)(2) of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complyTreasury Regulations.

Code Section 409A. (a) Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be considered due or payable until Executive has a “separation from service” within the meaning of Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”). Further, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of Employee’s termination his or her separation from service (other than due to EmployeeExecutive’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only that portion of the cash severance and shares subject to accelerated RSUs benefits payable to Employee pursuant to Executive under this AgreementAgreement that are considered deferred compensation under Section 409A, if any, and any other severance payments or separation benefits, in each case which may be benefits that are considered deferred compensation under Section 409A 409A, if any (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee Executive on or within the six (6) month period following Employee’s termination his or her separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employmentseparation from service. All subsequent payments of Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee If Executive dies following his termination or her separation from service but prior to the six (6) month anniversary of his or her date of terminationseparation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to Executive’s estate as soon as administratively practicable after the date of Employee’s his or her death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any the final regulations and any other guidance promulgated thereunder, as they each may be amended from time to time thereunder (“Section 409A”) at the time of Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within his termination, and the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)) will not and could not under any circumstances, regardless of when such termination occurs, be paid in full by the fifteenth day of the third month of the Company’s fiscal year following Executive’s termination, then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do not exceed the Section 409A Limit (as defined hereinbelow) may be made within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each such payment or benefit. For these purposes, each severance payment is hereby designated as a separate payment and will not collectively be treated as a single payment. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent such portion of the Deferred Compensation Separation Benefits would otherwise due to Employee on or have been payable within the first six (6) month period months following EmployeeExecutive’s termination will accrue during such six (6) month period and of employment, will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It This provision is the intent of this Agreement intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.”

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time thereunder (collectively “Section 409A”) at the time of EmployeeExecutive’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within termination, and the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case which benefits may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee Executive on or within the six (6) month period following EmployeeExecutive’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A of the Code and any the final regulations and any other guidance promulgated thereunder, as they each may be amended from time to time thereunder (“Section 409A”) at the time of Employee’s termination other than due her termination, and the severance payable to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company)if any, then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)) will not and could not under any circumstances, regardless of when such termination occurs, be paid in full by the fifteenth day of the third month of the Company’s fiscal year following Employee’s termination, then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do not exceed the Section 409A Limit (as defined hereinbelow) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each such payment or benefit. For these purposes, each severance payment is hereby designated as a separate payment and will not collectively be treated as a single payment. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent such portion of the Deferred Compensation Separation Benefits would otherwise due to Employee on or have been payable within the first six (6) month period months following Employee’s termination will accrue during such six (6) month period and of employment, will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It This provision is the intent of this Agreement intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if the Employee is a “"specified employee” " within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any the final regulations and any guidance promulgated thereunder, as they each may be amended from time to time thereunder (“"Section 409A”") at the time of the Employee’s 's termination of employment (other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only that portion of the cash severance and shares subject to accelerated RSUs benefits payable to the Employee pursuant to under this Agreement, if any, and any other severance payments or separation benefits, in each case which benefits that may be considered deferred compensation under Section 409A (together, the “"Deferred Compensation Separation Benefits”), which (when considered together") do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to the Employee on or within the six (6) month period following the Employee’s 's termination of employment will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the date six (6) months and one (1) day following the date of the Employee’s 's termination of employment. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following his termination of employment but prior to the six (6) month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to the Employee's estate as soon as administratively practicable after the date of the Employee’s 's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It This provision is the intent of this Agreement intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. The Corporation and the Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Employee under Section 409A.

Code Section 409A. This Agreement is intended to comply with, or be exempt from, Code Section 409A and shall be interpreted consistent therewith and without resulting in any increase in the amounts owed hereunder by the Company. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreementcontrary, if Employee Recipient is a “specified employee” within the meaning of Code Section 409A and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after Recipient’s “separation from service” (within the meaning of 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 Recipient’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that otherwise would 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 or provided to Recipient on the earlier of (i) the first regular payroll date of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended seventh month following Recipient’s separation from time to time service or (“Section 409A”ii) at the time of Employee’s termination other than due to Employee10th business day following the Recipient’s death (provided that but no earlier than such payments or benefits are otherwise scheduled to be paid or provided). If Recipient’s termination is of employment hereunder does not constitute a “separation from service” within the meaning of Code Section 409A, as determined 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” within the meaning of Code Section 409A. To the extent required by Code Section 409A, all references in this Agreement to “termination of employment” and similar phrases regarding the Company)end of Recipient’s employment with the Company and its affiliates shall mean the Recipient’s “separation from service” within the meaning of Code Section 409A and the regulations thereunder. If the 60 day Release period described in Section 3 above overlaps two calendar years, then only that to the extent required by Code Section 409A, any portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and any other severance payments Time-Vested Deferred Stock (including the Settlement Amount) that otherwise would have been settled or separation benefits, paid in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment calendar year will instead be withheld and settled or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment paid on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.first payroll

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if no Deferred Compensation Separation Benefits (as defined below) will be considered due or payable until the Employee is has a “specified employee” "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any the final regulations and any guidance promulgated thereunder, as they each may be amended from time to time thereunder (“"Section 409A”) at "). In addition, if the time of Employee’s termination other than due to Employee’s death (provided that such termination Employee is a “separation from service” "specified employee" within the meaning of Section 409A, as determined by 409A at the Companytime of the Employee's separation from service (other than due to death), then only that portion of the cash severance and shares subject to accelerated RSUs benefits payable to the Employee pursuant to under this Agreement, if any, and any other severance payments or separation benefits, in each case which benefits that may be considered deferred compensation under Section 409A (together, the “"Deferred Compensation Separation Benefits”), which (when considered together") do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to the Employee on or within the six (6) month period following the Employee’s termination 's separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the date six (6) months and one (1) day following the date of the Employee’s termination of employment's separation from service. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following his termination separation from service but prior to the six (6) month anniversary of his date of terminationseparation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to the Employee's estate as soon as administratively practicable after the date of the Employee’s 's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It This provision is the intent of this Agreement intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. The Corporation and the Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Employee under Section 409A.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time thereunder (“Section 409A”) at the time of Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company)termination, then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits, in each case benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement and the award of RSUs hereunder are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will shall be interpreted and administered in accordance with such intent. Should any provision of this Agreement be found not to so complycomply with, or otherwise not be exempt from, the provisions of Code Section 409A, such provision shall be 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 be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. The QR RSUs that relate to each separate Measurement Period each shall be deemed a separate payment, and the RSUs other than the QR RSUs shall be deemed a separate payment, within the meaning of Code Section 409A. Any payment or distribution that constitutes a deferral of compensation subject to Code Section 409A and payable upon the Executive’s termination of employment or other similar event shall not be made unless the Executive has experienced a “separation from service” as defined under Code Section 409A. Any payment that constitutes a deferral of compensation subject to Section 409A that is to be made upon or within six months following a “separation from service” to the Executive, if at the time of such separation the Executive is a “specified employee” as defined under Code Section 409A, instead shall accrue without interest and shall be paid on the first business day after the end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of the Grantee’s estate following the Executive’s death. Notwithstanding anything in this Agreement to the contrary, the 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. In all events, the Company will settle and pay out any RSUs not later than two and 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, subject to any earlier payment date required to comply with Section 409A or specified in this Agreement.

Code Section 409A. Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) at in connection with such separation shall not be made or commence until the time of date which is six (6) months after Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within (or, if earliest, Employee’s death). Such deferral shall only be -effected to the meaning extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, as determined by the Company), then only that portion which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the cash severance Code and shares subject to accelerated RSUs payable to Employee pursuant to this Agreementthe interpretative guidance thereunder, if anyincluding the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any other severance payments or separation benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent provision of this Agreement needs to comply with be revised to satisfy the requirements of Section 409A so that none of the severance payments Code, then such provision shall be modified or restricted to the extent and benefits in the manner necessary to be provided hereunder will be subject to in compliance with such requirements of the additional tax imposed under Section 409A, Code and any ambiguities herein 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 interpreted to so complytreated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §l .409A-2(b)(2)(iii) (oi: any similar at successor provisions).

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time thereunder (collectively “Section 409A”) at the time of EmployeeExecutive’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of (as defined under Section 409A) that is not as a result of his death, as determined by and the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case which benefits may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do does not exceed the Section 409A Limit (as defined hereinabove) may be made within the first six (6) months following EmployeeExecutive’s termination separation of employment service in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee Executive on or within the six (6) month period following EmployeeExecutive’s termination separation of service will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination separation of employmentservice date. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee Executive dies following his termination separation of service but prior to the six (6) month anniversary of his the date of terminationthereof, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complycomply or be exempt, as applicable. All references to a termination of Executive’s employment hereunder shall be deemed to occur only if there is a “separation from service” as defined under Section 409A. Each payment and benefit under this Agreement is hereby designated as a separate payment for purposes of Section 409A. Any reimbursements shall be made or provided in accordance with Section 409A, including but not limited to, the following provisions: (i) the amount of any expense reimbursement or in-kind benefit provided during a taxable year shall not affect any expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of the eligible expense shall be made no later than the last day of the Executive’s taxable year that immediately follows the taxable year in which the expense was incurred; and (iii) the right to any reimbursement shall not be subject to liquidation or exchange for another benefit or payment.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee the Director is a “"specified employee” " within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any the final regulations and any guidance promulgated thereunder, as they each may be amended from time to time thereunder (“"Section 409A”") at the time of Employee’s termination the Director's Association terminates (other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only the vesting acceleration provided under Section 1(a) of this Agreement of any Restricted Stock Units or other Awards granted under the Plan that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreementare otherwise deferred compensation under Section 409A, if any, and any other severance payments or separation benefits, in each case which benefits that may be considered deferred compensation under Section 409A (together, the “"Deferred Compensation Separation Benefits”), which (when considered together") do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee the Director on or within the six (6) month period following Employee’s the Director's termination of Association will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the date six (6) months and one (1) day following the date of Employee’s the Director's termination of employmentAssociation. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee the Director dies following his termination of Association but prior to the six (6) month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to the Director's estate as soon as administratively practicable after the date of Employee’s the Director's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It This provision is the intent of this Agreement intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. The Corporation and the Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Employee under Section 409A.

Code Section 409A. Notwithstanding anything This Agreement is intended to the contrary in this Agreementcomply with, if Employee is a “specified employee” within the meaning of or be exempt from, Section 409A of the Internal Revenue Code and any final regulations and guidance promulgated thereunderof 1986, as they each may amended (the “Code”), and shall be amended from time to time (“Section 409A”) at interpreted consistent therewith and without resulting in any increase in the time of Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined amounts owed hereunder by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and . Notwithstanding any other severance payments or separation benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination provision of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein this Agreement to the contrary, if Employee dies 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 Employee’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 his termination but prior Employee’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 Employee in a lump-sum payment on the six month anniversary earlier of his (i) the first regular payroll date of terminationthe seventh month following Employee’s separation from service or (ii) the 10th business day following Employee’s death. If Employee’s termination of employment hereunder does not constitute a "separation from service" within the meaning of Code Section 409A, then any payments delayed in accordance with this paragraph will be amounts payable in hereunder on account of a lump sum as soon as administratively practicable after the date termination of Employee’s death employment and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable which are subject to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Code Section 409A so that none shall not be paid until Employee has experienced a "separation from service", or other permitted payment event, within the meaning of Code Section 409A. In addition, to the severance payments extent required by Code Section 409A, no reimbursement or in-kind benefit shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount available for reimbursement, or in-kind benefits to be provided provided, in a subsequent calendar year. Any reimbursement to which Employee is entitled hereunder will shall be subject to made no later than the additional tax imposed last day of the calendar year following the calendar year in which such expenses were incurred. Each severance installment contemplated under Section 7 hereof or other payment of “deferred compensation” (under Code Section 409A) shall be treated as a separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Neither the Company nor any of its affiliates shall have any liability or obligation to Employee in the event that this Agreement does not comply with, and any ambiguities herein will be interpreted to so comply.or is not exempt from, Code Section 409A.

Code Section 409A. (a) Notwithstanding anything to the contrary in this Amended Agreement, no Deferred Compensation Separation Benefits (as defined below) will be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder (“Section 409A”). In addition, if the Employee is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of the Employee’s termination separation from service (other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only that portion of the cash severance and shares subject to accelerated RSUs benefits payable to the Employee pursuant to under this Amended Agreement, if any, and any other severance payments or separation benefits, in each case which benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to the Employee on or within the six (6) month period following the Employee’s termination separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less any applicable tax withholdings) on the date six (6) months and one (1) day following the date of the Employee’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, Exhibit 10.2 if the Employee dies following his termination or her separation from service but prior to the six (6) month anniversary of his or her date of terminationseparation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less any applicable tax withholdings) to the Employee’s estate as soon as administratively practicable after the date of the Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. The following new paragraphs are hereby inserted into the Agreement immediately preceding the final full paragraph on page 2 as follows: "Notwithstanding anything to the contrary in this Agreement, no Deferred Payments (as defined below) shall be payable until you have a "separation from service" within the meaning of section 409A of the Internal Revenue code of 1986, as amended (the “Code") and the final regulations and official guidance thereunder (together, "Section 409A”). Similarly, no severance payable to you, if Employee is any, pursuant to this Agreement that would otherwise be exempt from Section 409A pursuant to Treasury Regulation 1.409A-1(b)(9) shall be payable until you have a “"separation from service" within the meaning of Section 409A. Further, if you are a "specified employee” " within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of Employee’s termination your separation from service (other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only that portion of and the cash severance payments and shares subject to accelerated RSUs benefits payable to Employee pursuant to this Agreementyou, if any, and pursuant to the Agreement, when considered together with any other severance payments or separation benefits, in each case which may be are considered deferred compensation under Section 409A 409A. (together, the “"Deferred Compensation Separation Benefits”Payments"), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made such Deferred Payments that are otherwise payable within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and your separation from service will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Employee’s termination of employmentyour separation from service. All subsequent Deferred Compensation Separation BenefitsPayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies you die following his termination your separation from service but prior to the six (6) month anniversary of his date of terminationyour separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s your death and all other Deferred Compensation Separation Benefits Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. It Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the intent of this Agreement Treasury Regulations. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder under the Agreement will be subject to the additional tax imposed under Section 409A4094, and any ambiguities herein will be interpreted to so comply.. You and the Company agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to you under Section 409A."

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time thereunder (collectively “Section 409A”) at the time of EmployeeExecutive’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of (as defined under Section 409A) that is not as a result of his death, as determined by and the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case which benefits may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do does not exceed the Section 409A Limit (as defined hereinabove) may be made within the first six (6) months following EmployeeExecutive’s termination separation of employment service in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee Executive on or within the six (6) month period following EmployeeExecutive’s termination separation of service will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination separation of employmentservice date. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee Executive dies following his termination separation of service but prior to the six (6) month anniversary of his the date of terminationthereof, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. All references to a termination of Executive’s employment hereunder shall be deemed to occur only if there is a “separation from service” as defined under Section 409A. Each payment and benefit under this Agreement is hereby designated as a separate payment for purposes of Section 409A.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if no Deferred Compensation Separation Benefits (as defined below) will be considered due or payable until the Employee is has a “specified employee” "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any the final regulations and any guidance promulgated thereunder, as they each may be amended from time to time thereunder (“"Section 409A”) at "). In addition, if the time of Employee’s termination other than due to Employee’s death (provided that such termination Employee is a “separation from service” "specified employee" within the meaning of Section 409A, as determined by 409A at the Companytime of the Employee's separation from service (other than due to death), then only that portion of the cash severance and shares subject to accelerated RSUs benefits payable to the Employee pursuant to under this Agreement, if any, and any other severance payments or separation benefits, in each case which benefits that may be considered deferred compensation under Section 409A (together, the “"Deferred Compensation Separation Benefits”), which (when considered together") do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to the Employee on or within the six (6) month period following the Employee’s termination 's separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the date six (6) months and one (1) day following the date of the Employee’s termination of employment's separation from service. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Employee dies following his termination or her separation from service but prior to the six (6) month anniversary of his or her date of terminationseparation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to the Employee's estate as soon as administratively practicable after the date of the Employee’s 's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It This provision is the intent of this Agreement intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. The Corporation and the Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Employee under Section 409A.

Code Section 409A. Notwithstanding anything All payments to the contrary in be made upon a termination of employment under this Agreement, if Employee is Agreement may be made only upon a “specified employeeseparation of service” within the meaning of Section 409A of the Code and any final the Department of Treasury regulations and other guidance promulgated thereunderthereunder (a “Separation from Service”). Notwithstanding any provision of this Agreement to the contrary, as they each may be amended from time to time (“Section 409A”) if, at the time of Employee’s termination other than due to Employee’s death (provided that such termination Separation from Service, Employee is a “separation from servicespecified employee” within the meaning of (as defined in Section 409A, as determined by the Company), then only that portion 409A of the cash Code) and the deferral of the commencement of any severance and shares subject to accelerated RSUs payments or benefits otherwise payable to Employee pursuant to this AgreementAgreement as a result of such Separation from Service is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, if any, and then the Company will defer the commencement of the payment of any other such severance payments or separation benefitsbenefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) that will not and could not under any circumstances, regardless of when such termination occurs, be paid in each case full by March 15 of the year following Employee’s Separation from Service and are in excess of the lesser of (i) two (2) times Employee’s then annual compensation or (ii) two (2) times the limit on compensation then set forth in Section 401(a)(17) of the Code and will not be paid by the end of the second calendar year following the year in which may be considered deferred compensation under Section 409A (togetherthe termination occurs, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within until the first payroll date that occurs after the date that is six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefitSeparation from Service. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise If any payments are deferred due to Employee on or within the six (6) month period following Employee’s termination such requirements, such amounts will accrue during such six (6) month period and will become payable be paid in a lump sum payment to Employee on the date six earliest of (6a) months and one (1) day Employee’s death following the date of Employee’s termination of employmentSeparation from Service or (ii) the first payroll date that occurs after the date that is six (6) months following Employee’s Separation from Service. All subsequent Deferred Compensation Separation BenefitsFor these purposes, if any, each severance payment or benefit is hereby designated as a separate payment or benefit and will not collectively be payable in accordance with the payment schedule applicable to each treated as a single payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this This paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement intended to comply with the requirements of Section 409A of the Code so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, 409A of the Code and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A of the Code.

Code Section 409A. (a) Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be considered due or payable until Executive has a “separation from service” within the meaning of Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”). Further, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of Employee’s termination his separation from service (other than due to EmployeeExecutive’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only that portion of the cash severance and shares subject to accelerated RSUs benefits payable to Employee pursuant to Executive under this AgreementAgreement that are considered deferred compensation under Section 409A, if any, and any other severance payments or separation benefits, in each case which may be benefits that are considered deferred compensation under Section 409A 409A, if any (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee Executive on or within the six (6) month period following Employee’s termination his separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employmentseparation from service. All subsequent payments of Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee If Executive dies following his termination separation from service but prior to the six (6) month anniversary of his date of terminationseparation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to Executive’s estate as soon as administratively practicable after the date of Employee’s his death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. All amounts payable under this Agreement are intended to comply with the “short term deferral” exception from Section 409A of the Internal Revenue Code (“Section 409A”) specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) or the “separation pay plan” exception specified in Treas. Reg. § 1.409A-1(b)(9) (or any successor provision), or both of them, and shall be interpreted in a manner consistent with the applicable exceptions. Notwithstanding anything the foregoing, to the contrary extent that any amounts payable in accordance with this AgreementAgreement are subject to Section 409A, if this Agreement shall be interpreted and administered in such a way as to comply with Section 409A to the maximum extent possible. Each installment payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying Section 409A. If payment of any amount subject to Section 409A is triggered by a separation from service that occurs while the Employee is a “specified employee” (as defined by Section 409A), and if such amount is scheduled to be paid within six (6) months after such separation from service, the meaning amount shall accrue without interest and shall be paid the first business day after the end of Section 409A such six-month period, or, if earlier, within 15 days after the appointment of the Code and any final regulations and guidance promulgated thereunderpersonal representative or executor of the Employee’s estate following the Employee’s death. “Termination of employment,” “resignation” or words of similar import, as they each may be amended from time used in this Agreement shall mean, with respect to time (“any payments subject to Section 409A”) at , the time of Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within as defined by Section 409A. WITNESS the meaning of Section 409A, due execution hereof as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the date first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefitabove written. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complyWitness: CORONADO [GLOBAL RESOURCES INC.] /s/ Xxxxx-Xxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx Chief Executive Officer Witness: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxx Xxxxx

Code Section 409A. It is the intention of the parties that the provisions of this Letter Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and any rules, regulations or other guidance promulgated thereunder in a manner that does not impose additional taxes, interest or penalties upon you pursuant to Section 409A, and this Letter Agreement will be construed and interpreted in a manner consistent with Section 409A. Notwithstanding anything any provision of this Letter Agreement to the contrary in this Agreementcontrary, if Employee is a any payment of any “specified employeenonqualified deferred compensation” (within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time after taking into account all exclusions applicable to time (“such payments under Section 409A”) at the time required to be made to you as a result of Employee’s termination other than due to Employee’s death (provided that such termination is a “your separation from service” within the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits, in each case which may service will be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within delayed until the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on anniversary of the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein Date to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement extent necessary to comply with Section 409A. No reimbursement of expenses or in-kind benefit that you are entitled to will be subject to liquidation or exchange for another benefit. The reimbursement of expenses or in-kind benefits during a year will not affect the requirements of Section 409A so that none of expenses eligible for reimbursement, or the severance payments and in-kind benefits to be provided hereunder will be subject to the additional tax imposed under Section 409Ain any other taxable year, and any ambiguities herein such reimbursements will be interpreted to so comply.made no later than the end of the year following the year in which the relevant expenses were incurred. You are solely responsible and liable for the satisfaction of all taxes and penalties that may arise under Section 409A. Date: 2/3/2016 POTASH CORPORATION OF SASKATCHEWAN INC. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer Date: 2/3/2016 PCS ADMINISTRATION (USA), INC. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED TO SEEK LEGAL COUNSEL, HAVE HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THE ADVISABILITY OF ENTERING INTO THIS AGREEMENT, HAVE CAREFULLY READ THE AGREEMENT, FULLY UNDERSTAND THE FINAL AND BINDING EFFECT, AND ARE EXECUTING THE AGREEMENT VOLUNTARILY. Agreed to: Date: Feb. 3, 2016 /s/ G. Xxxxx Xxxxxxx G. Xxxxx Xxxxxxx SCHEDULE A WAIVER AND RELEASE AGREEMENT

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any the final regulations and any other guidance promulgated thereunder, as they each may be amended from time to time thereunder (“Section 409A”) at the time of Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within her termination, and the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)) will not and could not under any circumstances, regardless of when such termination occurs, be paid in full by the fifteenth day of the third month of the Company’s fiscal year following Executive’s termination, then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do not exceed the Section 409A Limit (as defined hereinbelow) may be made within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each such payment or benefit. For these purposes, each severance payment is hereby designated as a separate payment and will not collectively be treated as a single payment. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent such portion of the Deferred Compensation Separation Benefits would otherwise due to Employee on or have been payable within the first six (6) month period months following EmployeeExecutive’s termination will accrue during such six (6) month period and of employment, will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It This provision is the intent of this Agreement intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

Code Section 409A. Notwithstanding anything to the contrary in this AgreementAgreement solely with respect to the timing of the payment of any severance payments or benefits other than payment on account of Executive’s termination due to Executive’s death, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code and any final regulations and guidance promulgated thereunderof 1986, as they each amended (the “Code”) (as it has been and may be amended from time to time time) and any regulations and guidance promulgated thereunder (“Section 409A”) at the time of EmployeeExecutive’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company)termination, then only that portion of to the cash extent any severance and shares subject to accelerated RSUs payments payable to Employee Executive pursuant to this Agreement, if any, and any other severance payments or separation benefits, in each case which may be considered deferred compensation benefits are a plan or part of a plan providing for the “deferral of compensation” under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee Executive on or within the six (6) month period following EmployeeExecutive’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employment, unless Executive dies following the termination of his employment, in which case, the Deferred Compensation Separation Benefits will be paid to the personal representative of Executive’s estate (which shall be Executive’s living trust, or if there is none, his probate estate) as soon as practicable following his death. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee is no Deferred Compensation Separation Benefits (as defined below) will be considered due or payable until the Director has a “specified employee” "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any the final regulations and any guidance promulgated thereunder, as they each may be amended from time to time thereunder (“"Section 409A”) at "). In addition, if the time of Employee’s termination other than due to Employee’s death (provided that such termination Director is a “separation from service” "specified employee" within the meaning of Section 409A, as determined by 409A at the Companytime of the Director's separation from service (other than due to death), then only the vesting acceleration provided under Section 1(a) of this Agreement of any Restricted Stock Units or other Awards granted under the Plan that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreementare otherwise deferred compensation under Section 409A, if any, and any other severance payments or separation benefits, in each case which benefits that may be considered deferred compensation under Section 409A (together, the “"Deferred Compensation Separation Benefits”), which (when considered together") do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee the Director on or within the six (6) month period following Employee’s termination the Director's separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the date six (6) months and one (1) day following the date of Employee’s termination of employmentthe Director's separation from service. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee the Director dies following his termination separation from service but prior to the six (6) month anniversary of his date of terminationseparation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to the Director's estate as soon as administratively practicable after the date of Employee’s the Director's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It This provision is the intent of this Agreement intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. The Corporation and the Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Employee under Section 409A.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any the final regulations and any other guidance promulgated thereunder, as they each may be amended from time to time thereunder (“Section 409A”) at the time of Employeethe Executive’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within termination, and the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)) will not and could not under any circumstances, regardless of when such termination occurs, be paid in full by the fifteenth day of the third month of the Company’s fiscal year following Executive’s termination, then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do not exceed the Section 409A Limit (as defined hereinbelow) may be made within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each such payment or benefit. For these purposes, each severance payment is hereby designated as a separate payment and will not collectively be treated as a single payment. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent such portion of the Deferred Compensation Separation Benefits would otherwise due to Employee on or have been payable within the first six (6) month period months following EmployeeExecutive’s termination will accrue during such six (6) month period and of employment, will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It This provision is the intent of this Agreement intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

Code Section 409A. Notwithstanding anything This Agreement is intended to comply with the contrary in this Agreementrequirements of Internal Revenue Code Section 409A (“Section 409A”) and the Board and the Board committee will interpret its provisions accordingly. If, if Employee at the time of Executive’s termination, any stock of the Company is publicly-traded and the Company determines that Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunderat such time, then (i) the Severance Amount, or the CoC Severance payment, as applicable specified herein (to the extent that they each may or it are subject to Section 409A of the Code) will commence, or be amended paid as applicable, on the earlier of (A) the first business day following expiration of the six-month period measured from time to time Executive’s separation or (“Section 409A”B) at the time date of Employee’s termination other than due to EmployeeExecutive’s death and (provided ii) the installments that otherwise would have been paid prior to such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits, in each case which may date will be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable paid in a lump sum when the salary continuation payments commence. Any installment payments provided for in this Agreement shall be, and shall be treated as, a series of separate payments for purposes of Section 409A.Executive understands and agrees that the Company makes no assurances with respect to the tax consequences arising as a result of this Agreement and the payment of any tax liabilities or related penalties arising out of this Agreement is solely and exclusively the responsibility of Executive, without any expectation or understanding that the Company will pay or reimburse Executive for such taxes or other items. Concerning any Section 409A taxes or related penalties the Company will use its best efforts in good faith to reduce or eliminate such tax liabilities or penalties including but not limited to a delay of such payments the minimum time necessary to avoid tax liabilities or penalties. If any payment is delayed pursuant to this paragraph on the date six (6) months and one (1) day following of payment the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable Company shall pay in a lump sum as soon as administratively practicable after all payments that otherwise would have been paid during the date period of Employeethe delayed payments. To the extent that any benefits or reimbursements pursuant are taxable to Executive, any reimbursement payment due to Executive shall be paid to Executive on or before the last day of Executive’s death taxable year following the taxable year in which the related expense was incurred. The benefits and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable reimbursements pursuant to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be are not subject to liquidation or exchange for another benefit and the additional tax imposed under Section 409A, amount of such benefits and reimbursements that Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that Executive receives in any ambiguities herein will be interpreted to so complyother taxable year.

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time thereunder (collectively “Section 409A”) at the time of EmployeeExecutive’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of (as defined under Section 409A) that is not as a result of his death, as determined by and the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case which benefits may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do does not exceed the Section 409A Limit (as defined hereinabove) may be made within the first six (6) months following EmployeeExecutive’s termination separation of employment service in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee Executive on or within the six (6) month period following EmployeeExecutive’s termination separation of service will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination separation of employmentservice date. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee Executive dies following his termination separation of service but prior to the six (6) month anniversary of his the date of terminationthereof, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.. All payments to be made to Executive upon a termination of employment pursuant to this Agreement may only be made upon a “separation from service” as defined under Section 409A.

Code Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of EmployeeExecutive’s termination separation from service (other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only that portion of and the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case which may be are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and separation from service will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee Executive dies following his termination but prior to the six (6) month anniversary of his date of terminationseparation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of Each payment and benefit payable under this Agreement is intended to comply with the requirements constitute a separate payment for purposes of Section 409A so that none 1.409A-2(b)(2) of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complyTreasury Regulations.

Code Section 409A. It is the intention of the parties that the provisions of this Letter Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and any rules, regulations or other guidance promulgated thereunder in a manner that does not impose additional taxes, interest or penalties upon you pursuant to Section 409A, and this Letter Agreement will be construed and interpreted in a manner consistent with Section 409A. Notwithstanding anything any provision of this Letter Agreement to the contrary in this Agreementcontrary, if Employee is a any payment of any “specified employeenonqualified deferred compensation” (within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time after taking into account all exclusions applicable to time (“such payments under Section 409A”) at the time required to be made to you as a result of Employee’s termination other than due to Employee’s death (provided that such termination is a “your separation from service” within the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits, in each case which may service will be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within delayed until the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on anniversary of the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein Date to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement extent necessary to comply with Section 409A. No reimbursement of expenses or in-kind benefit that you are entitled to will be subject to liquidation or exchange for another benefit. The reimbursement of expenses or in-kind benefits during a year will not affect the requirements of Section 409A so that none of expenses eligible for reimbursement, or the severance payments and in-kind benefits to be provided hereunder will be subject to the additional tax imposed under Section 409Ain any other taxable year, and any ambiguities herein such reimbursements will be interpreted to so comply.made no later than the end of the year following the year in which the relevant expenses were incurred. You are solely responsible and liable for the satisfaction of all taxes and penalties that may arise under Section 409A. Date: 2/3/2016 POTASH CORPORATION OF SASKATCHEWAN INC. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer Date: 2/3/2016 PCS ADMINISTRATION (USA), INC. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED TO SEEK LEGAL COUNSEL, HAVE HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THE ADVISABILITY OF ENTERING INTO THIS AGREEMENT, HAVE CAREFULLY READ THE AGREEMENT, FULLY UNDERSTAND THE FINAL AND BINDING EFFECT, AND ARE EXECUTING THE AGREEMENT VOLUNTARILY. Agreed to: Date: 2/3/2016 /s/ Xxxx Xxxxx Xxxx XxXxx SCHEDULE A WAIVER AND RELEASE AGREEMENT

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and official guidance promulgated thereunder, as they each may be amended from time to time thereunder (“Section 409A”) at the time of EmployeeExecutive’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of , as such term is defined in Section 409A, as determined by the Company), then only that and any portion of the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if anyincluding the vesting of the balance, and or some lesser portion of the balance, of any restricted stock unit award is accelerated in connection with Executive’s separation from service, when considered together with any other severance payments or separation benefits, in each case benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)) will not and could not under any circumstances, regardless of when such separation from service occurs, be paid in full by the fifteenth (15th) day of the third (3rd) month of the Company’s fiscal year following Executive’s separation from service, then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do not exceed the Section 409A Limit (as defined hereinin Section 3) may be made within the first six (6) months following EmployeeExecutive’s termination of employment separation from service in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit shall accrue and, to the extent such portion of the Deferred Compensation Separation Benefits would otherwise due to Employee on or have been payable within the first six (6) month period months following EmployeeExecutive’s termination will accrue during such six (6) month period and separation from service, will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. (a) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will become payable under this Agreement until Executive has a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder (“Section 409A”). Further, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of EmployeeExecutive’s termination separation from service (other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only that portion of and the cash severance and shares subject to accelerated RSUs payable to Employee Executive, if any, pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case which may be are considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and separation from service will become payable in a lump sum payment on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employmentseparation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee Executive dies following his her termination but prior to the six (6) month anniversary of his date of terminationher separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of EmployeeExecutive’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of Each payment and benefit payable under this Agreement is intended to comply with the requirements constitute separate payments for purposes of Section 409A so that none 1.409A-2(b)(2) of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complyTreasury Regulations.

Code Section 409A. The following paragraphs shall be added at the end of the Offer Letter: Notwithstanding anything to the contrary in this Agreement, if Employee is you are a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and any the final regulations and any guidance promulgated thereunder, as they each may be amended from time to time thereunder (“Section 409A”) at the time of Employee’s your termination (other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only that portion of the cash severance and shares subject to accelerated RSUs benefits payable to Employee pursuant to you under this Agreementoffer letter, if any, and any other severance payments or separation benefits, in each case which benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee you on or within the six (6) month period following Employee’s your termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s your termination of employment. All subsequent Deferred Compensation Separation Benefitspayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies you die following his your termination but prior to the six (6) month anniversary of his your date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s your death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement offer letter to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. You agree to work with the Company together in good faith to consider amendments to this offer letter and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A prior to actual payment to you.

Code Section 409A. Notwithstanding anything The termination benefits provided by Section 6 of this Agreement are intended to be exempt from Section 409A of the Code, whether pursuant to the contrary short-term deferral exception provided under Treasury Regulation 1.409A-1(b)(4), the involuntary separation pay plan exception provided under Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise, such that none of the termination benefits to be provided hereunder will be subject to the six (6) month delay imposed by Section 409A of the Code, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this AgreementAgreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive. Notwithstanding the foregoing, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any the final regulations and any guidance promulgated thereunder, as they each may be amended from time to time thereunder (“Section 409A”) at the time of EmployeeExecutive’s termination (other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Companydeath), then only that and any portion of the cash severance and shares subject to accelerated RSUs termination benefits payable to Employee Executive pursuant to this Agreement, if any, and when considered together with any other severance payments or separation benefits, in each case benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)) could (under any set of circumstances) be paid after March 15 of the calendar year following the calendar year containing the date of Executive’s termination, then only that portion of the Deferred Compensation Separation Benefits which (when considered together) do not exceed the Section 409A Limit (as defined hereinbelow) may be made within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. For these purposes, each severance payment is hereby designated as a separate and distinct payment (and the right to a series of installment payments will be treated as a right to a series of separate and distinct payments) and will not collectively be treated as a single payment. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due shall accrue and, to Employee on or within the six (6) month period following Employee’s termination will accrue during extent such six (6) month period and will become payable in a lump sum payment on portion of the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

Code Section 409A. Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, if Employee is deemed by the Company at the time of Employee’s “separation from service” with the Company to be a “specified employee,” each within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”), any compensation or benefits to which Employee becomes entitled under this Agreement (or any agreement or plan referenced in this letter) at in connection with such separation shall not be made or commence until the time of date which is six (6) months after Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within (or, if earlier, Employee’s death). Such deferral shall only be effected to the meaning extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section shall be paid to Employee or Employee’s beneficiary in one lump sum. If any payment or benefit under this Agreement would be subject to the excise tax imposed by Section 409A of the Code (or any similar state law) or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “409A Excise Tax”), then Employee will be entitled to receive from the Company an additional payment (the “409A Tax Restoration Payment,” and any iterative payments pursuant to this paragraph also shall be “409A Tax Restoration Payments”) in an amount that shall fund the payment by Employee of any 409A Excise Tax, as well as all income and employment taxes on the 409A Tax Restoration Payment, any 409A Excise Tax imposed on the 409A Tax Restoration Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the 409A Tax Restoration Payment. For this purpose, all income taxes will be assumed to apply to Employee at the highest marginal rate. Any 409A Tax Restoration Payment shall be paid to Employee, or for his benefit, in accordance with 409A, no later than the earlier of (i) fifteen (15) days following any determination by the Internal Revenue Service that 409A Excise Taxes are owed and (ii) the calendar year following the calendar year in which the related taxes are remitted to the applicable taxing authority. In no event shall the Employee be entitled to any 409A Tax Restoration Payment or related payments under this paragraph if the Employee fails to timely execute any amendment or other document requested by the Company that are intended to cause such payment or benefit to comply with Section 409A, as determined by the Company), then only that portion which amendment or document does not adversely affect Employee’s substantive economic benefits under this Agreement. This Agreement is intended to comply with Section 409A of the cash severance Code and shares subject to accelerated RSUs payable to Employee pursuant to this Agreementthe interpretative guidance thereunder, if anyincluding the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. If any other severance payments or separation benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. It is the intent provision of this Agreement needs to comply with be revised to satisfy the requirements of Section 409A so that none of the severance payments Code, then such provision shall be modified or restricted to the extent and benefits in the manner necessary to be provided hereunder will be subject to in compliance with such requirements of the additional tax imposed under Section 409A, Code and any ambiguities herein 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 interpreted to so complytreated as one of a series of separate payment for purposes of Section 409A of the Code and Treas. Reg. §1.409A-2(b)(2)(iii) (or any similar or successor provisions).

Code Section 409A. Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits payable upon separation that is payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred compensation (together, the “Deferred Payments”) under Internal Revenue Code Section 409A and the final regulations and official guidance thereunder (“Section 409A”) will be payable until Executive has a “separation from service” within the meaning of Section 409A. Notwithstanding anything to the contrary in this Agreement, if Employee Executive is a “specified employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder, as they each may be amended from time to time (“Section 409A”) at the time of Employee’s termination other than due to Employee’s death (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), then only that portion of the cash severance and shares subject to accelerated RSUs payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits, in each case which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following EmployeeExecutive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of employment, then, if required, the Deferred Compensation Separation Benefits in excess of the Section 409A Limit Payments, which are otherwise due to Employee Executive on or within the six (6) month period following EmployeeExecutive’s termination will accrue accrue, without interest, to the extent required to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A, during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of EmployeeExecutive’s termination of employmentemployment or the date of Executive’s death, if earlier. All subsequent Deferred Compensation Separation BenefitsPayments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the contrary, if Employee dies following his termination but prior to the six month anniversary of his date of termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the Treasury Regulations. Any severance payment schedule applicable to each payment or benefit. It is the intent of this Agreement to comply with that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Payments for purposes herein. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A so that none of the severance payments and benefits to be provided hereunder Limit (as defined below) will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so complynot constitute Deferred Payments for purposes herein.