Common use of Compliance with Internal Revenue Code Section 409A Clause in Contracts

Compliance with Internal Revenue Code Section 409A. The Parties agree that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is exempt from, or, if that is not possible, then compliant with the requirements of Section 409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement shall, for purposes of Section 409A of the Code, be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with the requirements of Section 409A of the Code, including the requirement that (i) any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of time specified in this agreement), (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Additionally, notwithstanding anything in this Agreement to the contrary, any separation payments under this Agreement (to the extent that they constitute “deferred compensation” under Section 409A of the Code and applicable regulations), and any other amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” In the event that You are a “specified employee” (as described in Code Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Code Section 409A and would otherwise be payable upon Your “separation from service” (as described in Code Section 409A), then no such payment or benefit shall be made before the date that is six (6) months after Your “separation from service” (or, if earlier, the date of Your death). Any payment or benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

Compliance with Internal Revenue Code Section 409A. The Parties agree that this Agreement shall be interpreted For Participants who are U.S. taxpayers, the Restricted Stock Units and administered in Dividend Equivalent Rights granted hereunder are not intended to provide for any deferral of compensation subject to Code Section 409A, unless the Participant has entered into a manner so that any amount Deferral Election pursuant to Section 2.5(b) or benefit payable hereunder 2.6. If there is no such Deferral Election, the benefits provided pursuant hereto shall be paid on or provided in a manner that is exempt from, or, if that is not possible, then compliant with before the requirements of Section 409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement shall, for purposes of Section 409A of the Code, be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with the requirements of Section 409A of the Code, including the requirement that later of: (i) any reimbursement the fifteenth day of the third month following Participant’s first taxable year in which such benefit is for expenses incurred during Your lifetime (or during no longer subject to a shorter period substantial risk of time specified in this agreement)forfeiture, and (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last fifteenth day of the calendar year third month following the first taxable year of the Company in which the expense was incurredsuch benefit is no longer subject to a substantial risk of forfeiture, in each case, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder, and (iv) in such case the right benefits are intended to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Additionally, notwithstanding anything in this Agreement to the contrary, any separation payments under this Agreement (to the extent that they constitute “deferred compensation” under be exempt from Code Section 409A of the Code and applicable regulations), and any other amount or benefit that would constitute nonas “short-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from serviceterm deferrals.” In the event that You Participant has entered into a Deferral Election such that distribution of Restricted Stock Units and accompanying Dividend Equivalent Rights so deferred are subject to Code Section 409A, then notwithstanding anything in the Plan or Terms to the contrary, such Restricted Stock Units and Dividend Equivalent Rights shall be administered in a manner consistent with Code Section 409A, and the Plan, Terms and Deferral Election shall be construed and interpreted in such a manner as to comply in all respects with Code Section 409A. With respect to any benefit subject to 409A: (a) if such benefit is distributable on account of Participant’s Termination of Employment, it shall not be distributed upon such event unless the Termination of Employment is considered to be a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i); (b) in the event Participant is required to enter into a release and waiver of claims as a condition of receiving such benefit, and the period during which such waiver and release is to be executed by Participant spans two calendar years, then payment will in all events be made in the second of the two calendar years; and (c) if Participant’s payment is on account of his or her Termination of Employment and at the time of such termination the Participant is a “specified employee” (as described in within the meaning of Code Section 409A409A(a)(2)(B)(i), and any payment or benefit payable pursuant distributions subject to this Agreement constitutes deferred compensation under Code Section 409A and would otherwise be payable upon Your “separation from service” (as described in Code Section 409A), then no that are made on account of such payment or benefit shall Termination of Employment may not be made before the date that is six (6) months after Your “separation from service” Participant’s Termination of Employment, or if earlier, Participant’s death. In such instance, distributions will be made on the first day of the seventh month following the Termination of Employment (or, if earlier, the date of Your death). Any payment or benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

Compliance with Internal Revenue Code Section 409A. The Parties agree that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is exempt from, or, if that is not possible, then compliant with the requirements of Section 409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement shall, for purposes of Section 409A of the Code, be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with the requirements of Section 409A of the Code, including the requirement that (i) any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of time specified in this agreement), (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Additionally, notwithstanding anything in this Agreement to the contrary, any separation payments under this Agreement (to the extent that they constitute “deferred compensation” under Section 409A of the Code and applicable regulations), and any other amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” In the event that You are a “specified employee” (as described in Code Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Code Section 409A and would otherwise be payable upon Your “separation from service” (as described in Code Section 409A), then no such payment or benefit shall be made before the date that is six (6) months after Your “separation from service” (or, if earlier, the date of Your death). Any payment or benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

Compliance with Internal Revenue Code Section 409A. The Parties agree that this This Agreement shall and its payments and benefits are intended to comply with (or be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is exempt from, or, if that is not possible, then compliant with ) the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeCode Section 409A”) and applicable Internal Revenue Service guidance will be interpreted and Treasury Regulations issued thereunderadministered in accordance with such intention. NeverthelessIn the event this Agreement or any payment or benefit paid to Executive hereunder is deemed to be subject to Code Section 409A, Executive consents to the Company adopting such conforming amendments or taking such actions as the Company deems necessary, in its discretion, to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A. For purposes of Code Section 409A, each payment that may be made under this Agreement shall be deemed to be a separate payment. With respect to the time of payments of any amounts upon Executive’s termination of employment that are determined to be nonqualified deferred compensation subject to Code Section 409A, no payment shall be made unless and until Executive experiences a “separation from service” within the meaning of Code Section 409A. Notwithstanding any provision in the Agreement to the contrary, if upon Executive’s “separation from service” within the meaning of Code Section 409A, Executive is then a “specified employee” (as defined in Code Section 409A), then to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the tax treatment Company shall defer payment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You nonqualified deferred compensation subject to Code Section 409A payable as a result of the application of Section 409A of the Code. Any right to a series of installment payments and within six (6) months following such separation from service under this Agreement shall, for purposes until the earlier of Section 409A (i) the first business day of the Codeseventh month following Executive’s separation from service, or (ii) ten (10) days after the Company receives written notification of Executive’s death. Any such delayed payments shall be treated as a right to a series made without interest. Additionally, the reimbursement of separate payments. All reimbursements and expenses or in-kind benefits provided under pursuant to this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with subject to the requirements of Section 409A of the Code, including the requirement that following conditions: (i) any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of time specified in this agreement), (ii1) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar benefits in one taxable year may shall not affect the expenses eligible for reimbursement, reimbursement or in-kind benefits to be provided, in any other calendar taxable year, ; (iii2) the reimbursement of an eligible expense will expenses or in-kind benefits shall be made on or before promptly, subject to the last day Company’s applicable policies, but in no event later than the end of the calendar year following after the year in which the such expense was incurred, ; and (iv3) the right to reimbursement or in-kind benefits is shall not be subject to liquidation or exchange for another benefit. Additionally, notwithstanding anything in this Agreement While it is intended that all payments that may be provided to the contrary, any separation payments Executive under this Agreement (to the extent that they constitute “deferred compensation” under Section 409A of the Code and applicable regulations), and any other amount will be exempt from or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” In the event that You are a “specified employee” (as described in comply with Code Section 409A), the Company makes no representation or covenant to ensure that such payments and any payment benefits are exempt from or benefit payable pursuant compliant with Code Section 409A. Executive agrees that he has reviewed or been advised to review (and had ample opportunity to review) the provisions of this Agreement constitutes deferred compensation under with applicable legal and tax counsel to ensure compliance with Code Section 409A and would otherwise that the Company shall not be payable upon Your “separation from service” (as described responsible for any adverse tax consequences experienced by Executive in Code Section 409A), then no such payment or benefit shall be made before the date that is six (6) months after Your “separation from service” (or, if earlier, the date of Your death). Any payment or benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment scheduleconnection with this Agreement.

Compliance with Internal Revenue Code Section 409A. The Parties agree In the event that any compensation or other payments payable under this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is exempt from, or, if that is not possibleare subject to Section 409A, then compliant with Executive acknowledges and agrees that Employer shall adhere to the requirements provisions of Section 409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service any regulations or other guidance and Treasury Regulations issued thereunder. Nevertheless, Executive agrees that Executive bas reviewed or been advised to review (and had ample opportunity to review) the provisions of this Agreement with applicable legal and tax treatment of the benefits provided under the Agreement is counsel to ensure compliance with Section 409A and that Employer shall not warranted or guaranteed. Neither the Company nor its managers, members, officers, employees, or advisers shall be held liable responsible for any taxes, interest, penalties, or other monetary amounts owed adverse tax consequences experienced by You as a result of the application of Section 409A of the CodeExecutive in connection with this Agreement. Any Executive's right to a series of receive any installment payments under pursuant to this Agreement shall, for purposes of Section 409A of the Code, will be treated as a right to receive a series of separate payments. For purposes of this Agreement, references to "termination of employment" (and substantially similar phrases) will be interpreted to mean a "separation from service" within the meaning of Section 409A. If, as of the date of Executive' s "separation from service" from Employer, Executive is a "specified Executive" (within the meaning of Section 409A), then: (a) each installment of the Compensation Continuation that, in accordance with the dates and terms set forth in this Agreement , will in all circumstances, regardless of when the "separation from service" occurs, be paid within the short-term deferral period (as defined in Section 409A) will be treated as a "short-term deferral" within the meaning of Treas. Reg. Section l. 409A- l(b)(4) to the maximum extent permissible under Section 409A and will be paid on the dates and terms set forth in this Agreement; and (b) each installment of the Compensation Continuation that is not described in clause (a) above and that would, absent this clause (b), be paid within the six-month period following Executive's "separation from service" from Employer will not be paid until the date that is six months and one day after such "separation from service" (or, if earlier, Executive's death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Executive's "separation from service" and any subsequent installments , if any, being paid in accordance with the dates and terms set forth in this Agreement; provided, however, that the preceding provisions of this clause (b) will not apply to any installment of the Compensation Continuation if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treas. Reg. Section l.409A-l(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Txxxx. Reg. Section l. 409A-l(b)(9)(iii) must be paid no later than the last day of Executive' s second taxable year following the taxable year in which the "separation from service" occurs. The determination of whether and when Executive's "separation from service" from Employer has occurred will be made in a manner consistent with, and based on the presumptions set forth in, Treas. Reg. Section l.409A- l (h). Solely for purposes of this paragraph, "Employer" will include all persons with whom Employer would be considered a single employer under Section 414(b) and 414(c) of the Code. All reimbursements and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall will be made or provided in accordance with the requirements of Section 409A of to the Codeextent that such reimbursements or in-kind benefits are subject to Section 409A, including including, where applicable, the requirement requirements that (i) any reimbursement is for expenses incurred during Your Executive's lifetime (or during a shorter period of time specified in this agreementAgreement), (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, reimbursement in any other calendar year, (iii) the reimbursement of an any eligible expense will be made on or before the last day of the calendar year following the year in which the expense was is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to set off or liquidation or exchange for another benefit. Additionally, notwithstanding anything in this Agreement to the contrary, any separation payments under this Agreement (to the extent that they constitute “deferred compensation” under Section 409A of the Code and applicable regulations), and any other amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” In the event that You are a “specified employee” (as described in Code Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Code Section 409A and would otherwise be payable upon Your “separation from service” (as described in Code Section 409A), then no such payment or benefit shall be made before the date that is six (6) months after Your “separation from service” (or, if earlier, the date of Your death). Any payment or benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

Compliance with Internal Revenue Code Section 409A. The Parties agree Bank and Employee intend that their exercise of authority or discretion under this Employment Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is exempt from, or, if that is not possible, then compliant comply with Code Section 409A. If when the requirements of Section 409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. NeverthelessEmployee’s employment terminates, the tax treatment of the benefits provided under the Agreement Employee is not warranted or guaranteed. Neither the Company nor its managersa “specified employee,” as defined in Code Section 409A(a)(2)(B)(i) and, members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result result, the postponement of the application of Section 409A of the Code. Any right to a series of installment any payments under this Employment Agreement shallor otherwise is necessary to avoid additional tax or interest to the Employee because of Code Section 409A, for purposes then despite any provision of Section 409A of the Code, be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Employment Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with the requirements of Section 409A of the Code, including the requirement that (i) any reimbursement is for expenses incurred during Your lifetime (other plan or during a shorter period of time specified in this agreement), (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Additionally, notwithstanding anything in this Agreement agreement to the contrary, any separation payments under this Agreement (to the extent that they constitute “deferred compensation” under Section 409A of the Code and applicable regulations), and any other amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, Employee will not be payable or distributable entitled to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of “separation from service” in Section 409A of payments until the Code and applicable regulations earliest of: (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” In the event that You are a “specified employee” (as described in Code Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Code Section 409A and would otherwise be payable upon Your “separation from service” (as described in Code Section 409A), then no such payment or benefit shall be made before a) the date that is at least six (6) months after Your “the Employee’s separation from service” service (orwithin the meaning of Code Section 409A) for reasons other than the Employee’s death, if earlier, (b) the date of Your the Employee’s death). Any payment , or benefit delayed by reason (c) any earlier date that does not result in additional tax or interest to the Employee under Code Section 409A. As promptly as possible after the end of the prior sentence period during which payments are delayed under this provision (the “Delayed PaymentDelay Period”) ), the entire amount of the delayed payments shall be paid out or provided to the Employee in a single lump sum at with any remaining payments to commence in accordance with the end terms of such required delay period in order to catch up this Employment Agreement or other applicable plan or agreement. Notwithstanding the foregoing, to the extent that the Delay Period applies to the provision of any ongoing or substitute welfare benefits to Employee, Bank and Employee shall mutually cooperate to restructure such arrangement, to the extent practicable, so that no disruption in benefits occurs, the original payment schedule.intent and economic benefit of the arrangement is preserved, and Bank is not subjected to additional costs or expenses (e.g., if no delay would be required if Employee paid the premiums for such welfare benefits, Employee shall pay such premiums during the Delay Period and Bank shall reimburse Employee for such amounts immediately following expiration of the Delay Period). If any provision of this Employment Agreement does not satisfy the requirements of Code Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Employment Agreement would subject the Employee to additional tax or interest under Code Section 409A, Bank shall, after consulting with the Employee, reform the provision to comply with Code Section 409A. In reforming any such provision, Bank shall maintain, to the maximum extent practicable, the original intent and economic benefit of the applicable provision without subjecting Employee to additional tax or interest; provided, however, Bank shall not be obligated to incur any additional costs or expenses as a result of reforming any provision. References in this Employment Agreement to Code Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under Code Section 409A.

Compliance with Internal Revenue Code Section 409A. The Parties agree that this Agreement shall be interpreted For Participants who are U.S. taxpayers, the Restricted Stock Units and administered in Dividend Equivalent Rights granted hereunder are not intended to provide for any deferral of compensation subject to Code Section 409A, unless the Participant has entered into a manner so that any amount Deferral Election pursuant to Section 2.5(b) or benefit payable hereunder 2.6. If there is no such Deferral Election, the benefits provided pursuant hereto shall be paid on or provided in a manner that is exempt from, or, if that is not possible, then compliant with before the requirements of Section 409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement shall, for purposes of Section 409A of the Code, be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with the requirements of Section 409A of the Code, including the requirement that later of: (i) any reimbursement the fifteenth day of the third month following Participant’s first taxable year in which such benefit is for expenses incurred during Your lifetime (or during no longer subject to a shorter period substantial risk of time specified in this agreement)forfeiture, and (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last fifteenth day of the calendar year third month following the first taxable year of the Company in which the expense was incurredsuch benefit is no longer subject to a substantial risk of forfeiture, in each case, as determined in B-11 accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder, and (iv) in such case the right benefits are intended to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Additionally, notwithstanding anything in this Agreement to the contrary, any separation payments under this Agreement (to the extent that they constitute “deferred compensation” under be exempt from Code Section 409A of the Code and applicable regulations), and any other amount or benefit that would constitute nonas “short-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from serviceterm deferrals.” In the event that You Participant has entered into a Deferral Election such that distribution of Restricted Stock Units and accompanying Dividend Equivalent Rights so deferred are subject to Code Section 409A, then notwithstanding anything in the Plan or Terms to the contrary, such Restricted Stock Units and Dividend Equivalent Rights shall be administered in a manner consistent with Code Section 409A, and the Plan, Terms and Deferral Election shall be construed and interpreted in such a manner as to comply in all respects with Code Section 409A. With respect to any benefit subject to 409A: (a) if such benefit is distributable on account of Participant’s Termination of Employment, it shall not be distributed upon such event unless the Termination of Employment is considered to be a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i); (b) in the event Participant is required to enter into a release and waiver of claims as a condition of receiving such benefit, and the period during which such waiver and release is to be executed by Participant spans two calendar years, then payment will in all events be made in the second of the two calendar years; and (c) if Participant’s payment is on account of his or her Termination of Employment and at the time of such termination the Participant is a “specified employee” (as described in within the meaning of Code Section 409A409A(a)(2)(B)(i), and any payment or benefit payable pursuant distributions subject to this Agreement constitutes deferred compensation under Code Section 409A and would otherwise be payable upon Your “separation from service” (as described in Code Section 409A), then no that are made on account of such payment or benefit shall Termination of Employment may not be made before the date that is six (6) months after Your “separation from service” Participant’s Termination of Employment, or if earlier, Participant’s death. In such instance, distributions will be made on the first day of the seventh month following the Termination of Employment (or, if earlier, the date of Your death). Any payment or benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

Compliance with Internal Revenue Code Section 409A. The Parties agree that this Agreement shall be interpreted For Participants who are U.S. taxpayers, the Restricted Stock Units and administered in Dividend Equivalent Rights granted hereunder are not intended to provide for any deferral of compensation subject to Code Section 409A, unless the Participant has entered into a manner so that any amount Deferral Election pursuant to Section 2.5(b) or benefit payable hereunder 2.6. If there is no such Deferral Election, the benefits provided pursuant hereto shall be paid on or provided in a manner that is exempt from, or, if that is not possible, then compliant with before the requirements of Section 409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement shall, for purposes of Section 409A of the Code, be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with the requirements of Section 409A of the Code, including the requirement that later of: (i) any reimbursement the fifteenth day of the third month following Participant’s first taxable year in which such benefit is for expenses incurred during Your lifetime (or during no longer subject to a shorter period substantial risk of time specified in this agreement)forfeiture, and (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last fifteenth day of the calendar year third month following the first taxable year of the Company in which the expense was incurredsuch benefit is no longer subject to a substantial risk of forfeiture, in each case, as determined in A-11 accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder, and (iv) in such case the right benefits are intended to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Additionally, notwithstanding anything in this Agreement to the contrary, any separation payments under this Agreement (to the extent that they constitute “deferred compensation” under be exempt from Code Section 409A of the Code and applicable regulations), and any other amount or benefit that would constitute nonas “short-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from serviceterm deferrals.” In the event that You Participant has entered into a Deferral Election such that distribution of Restricted Stock Units and accompanying Dividend Equivalent Rights so deferred are subject to Code Section 409A, then notwithstanding anything in the Plan or Terms to the contrary, such Restricted Stock Units and Dividend Equivalent Rights shall be administered in a manner consistent with Code Section 409A, and the Plan, Terms and Deferral Election shall be construed and interpreted in such a manner as to comply in all respects with Code Section 409A. With respect to any benefit subject to 409A: (a) if such benefit is distributable on account of Participant’s Termination of Employment, it shall not be distributed upon such event unless the Termination of Employment is considered to be a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i); (b) in the event Participant is required to enter into a release and waiver of claims as a condition of receiving such benefit, and the period during which such waiver and release is to be executed by Participant spans two calendar years, then payment will in all events be made in the second of the two calendar years; and (c) if Participant’s payment is on account of his or her Termination of Employment and at the time of such termination the Participant is a “specified employee” (as described in within the meaning of Code Section 409A409A(a)(2)(B)(i), and any payment or benefit payable pursuant distributions subject to this Agreement constitutes deferred compensation under Code Section 409A and would otherwise be payable upon Your “separation from service” (as described in Code Section 409A), then no that are made on account of such payment or benefit shall Termination of Employment may not be made before the date that is six (6) months after Your “separation from service” Participant’s Termination of Employment, or if earlier, Participant’s death. In such instance, distributions will be made on the first day of the seventh month following the Termination of Employment (or, if earlier, the date of Your death). Any payment or benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

Compliance with Internal Revenue Code Section 409A. The Parties agree that this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is exempt from, or, if that is not possible, then compliant with the requirements of Section 409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunderthere under (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement shall, for purposes of Section 409A of the Code, be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with the requirements of Section 409A of the Code, including the requirement that (i) any reimbursement is for expenses incurred during Your lifetime (or during a shorter period of time specified in this agreementletter), (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Additionally, notwithstanding anything in this Agreement to the contrary, any separation payments under this Agreement (to the extent that they constitute “deferred compensation” under Section 409A of the Code and applicable regulations), and any other amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” In the event that You are a “specified employee” (as described in Code Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Code Section 409A and would otherwise be payable upon Your “separation from service” (as described in Code Section 409A), then no such payment or benefit shall be made before the date that is six (6) months after Your “separation from service” (or, if earlier, the date of Your death). Any payment or benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

Compliance with Internal Revenue Code Section 409A. The Parties agree that this Agreement shall be interpreted For Participants who are U.S. taxpayers, the Restricted Stock Units and administered in Dividend Equivalent Rights granted hereunder are not intended to provide for any deferral of compensation subject to Code Section 409A, unless the Participant has entered into a manner so that any amount Deferral Election pursuant to Section 2.4(b) or benefit payable hereunder 2.5. If there is no such Deferral Election, the benefits provided pursuant hereto shall be paid on or provided in a manner that is exempt from, or, if that is not possible, then compliant with before the requirements of Section 409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its managers, members, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by You as a result of the application of Section 409A of the Code. Any right to a series of installment payments under this Agreement shall, for purposes of Section 409A of the Code, be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall be made or provided in accordance with the requirements of Section 409A of the Code, including the requirement that later of: (i) any reimbursement the fifteenth day of the third month following Participant’s first taxable year in which such benefit is for expenses incurred during Your lifetime (or during no longer subject to a shorter period substantial risk of time specified in this agreement)forfeiture, and (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last fifteenth day of the calendar year third month following the first taxable year of the Company in which the expense was incurredsuch benefit is no longer subject to a substantial risk of forfeiture, in each case, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder, and (iv) in such case the right benefits are intended to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Additionally, notwithstanding anything in this Agreement to the contrary, any separation payments under this Agreement (to the extent that they constitute “deferred compensation” under be exempt from Code Section 409A of the Code and applicable regulations), and any other amount or benefit that would constitute nonas “short-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from serviceterm deferrals.” In the event that You Participant has entered into a Deferral Election such that distribution of Restricted Stock Units and accompanying Dividend Equivalent Rights so deferred are subject to Code Section 409A, then notwithstanding anything in the Plan or Terms to the contrary, such Restricted Stock Units and Dividend Equivalent Rights shall be administered in a manner consistent with Code Section 409A, and the Plan, Terms and Deferral Election shall be construed and interpreted in such a manner as to comply in all respects with Code Section 409A. With respect to any benefit subject to 409A: (a) if such benefit is distributable on account of Participant’s Termination of Service, it shall not be distributed upon such event unless the Termination of Service is considered to be a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i); (b) in the event Participant is required to enter into a release and waiver of claims as a condition of receiving such benefit, and the period during which such waiver and release is to be executed A-9 by Participant spans two calendar years, then payment will in all events be made in the second of the two calendar years; and (c) if Participant’s payment is on account of his or her Termination of Service and at the time of such termination the Participant is a “specified employee” (as described in within the meaning of Code Section 409A409A(a)(2)(B)(i), and any payment or benefit payable pursuant distributions subject to this Agreement constitutes deferred compensation under Code Section 409A and would otherwise be payable upon Your “separation from service” (as described in Code Section 409A), then no that are made on account of such payment or benefit shall Termination of Service may not be made before the date that is six (6) months after Your “separation from service” Participant’s Termination of Service, or if earlier, Participant’s death. In such instance, distributions will be made on the first day of the seventh month following the Termination of Service (or, if earlier, the date of Your death). Any payment or benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

Compliance with Internal Revenue Code Section 409A. The Parties agree In the event that any compensation or other payments payable under this Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is exempt from, or, if that is not possibleare subject to Section 409A, then compliant with Executive acknowledges and agrees that Employer shall adhere to the requirements provisions of Section 409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service any regulations or other guidance and Treasury Regulations issued thereunder. Nevertheless, Executive agrees that he has reviewed or been advised to review (and had ample opportunity to review) the provisions of this Agreement with applicable legal and tax treatment of the benefits provided under the Agreement is counsel to ensure compliance with Section 409A and that Employer shall not warranted or guaranteed. Neither the Company nor its managers, members, officers, employees, or advisers shall be held liable responsible for any taxes, interest, penalties, or other monetary amounts owed adverse tax consequences experienced by You as a result of the application of Section 409A of the CodeExecutive in connection with this Agreement. Any Executive’s right to a series of receive any installment payments under pursuant to this Agreement shall, for purposes of Section 409A of the Code, will be treated as a right to receive a series of separate payments. For purposes of this Agreement, references to “termination of employment” (and substantially similar phrases) will be interpreted to mean a “separation from service” within the meaning of Section 409A. If, as of the date of Executive’s “separation from service” from Employer, Executive is a “specified employee” (within the meaning of Section 409A), then: (a) each installment of the Compensation Continuation that, in accordance with the dates and terms set forth in this Agreement, will in all circumstances, regardless of when the “separation from service” occurs, be paid within the short-term deferral period (as defined in Section 409A) will be treated as a “short-term deferral” within the meaning of Treas. Reg. Section 1.409A-l(b)(4) to the maximum extent permissible under Section 409A and will be paid on the dates and terms set forth in this Agreement; and (b) each installment of the Compensation Continuation that is not described in clause (a) above and that would, absent this clause (b), be paid within the six-month period following Executive’s “separation from service” from Employer will not be paid until the date that is six months and one day after such “separation from service” (or, if earlier, Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Executive’s “separation from service” and any subsequent installments, if any, being paid in accordance with the dates and terms set forth in this Agreement; provided, however, that the preceding provisions of this clause (b) will not apply to any installment of the Compensation Continuation if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treas. Reg. Section 1.409A-l(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treas. Reg. Section 1.409A-l(b)(9)(iii) must be paid no later than the last day of Executive’s second taxable year following the taxable year in which the “separation from service” occurs. The determination of whether and when Executive’s “separation from service” from Employer has occurred will be made in a manner consistent with, and based on the presumptions set forth in, Treas. Reg. Section l.409A-1(h). Solely for purposes of this paragraph, “Employer” will include all persons with whom Employer would be considered a single employer under Section 414(b) and 414(c) of the Code. All reimbursements and in-kind benefits provided under this Agreement that are includible in Your federal gross taxable income shall will be made or provided in accordance with the requirements of Section 409A of to the Codeextent that such reimbursements or in-kind benefits are subject to Section 409A, including including, where applicable, the requirement requirements that (i) any reimbursement is for expenses incurred during Your Executive’s lifetime (or during a shorter period of time specified in this agreementAgreement), (ii) the amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, reimbursement in any other calendar year, (iii) the reimbursement of an any eligible expense will be made on or before the last day of the calendar year following the year in which the expense was is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to set off or liquidation or exchange for another benefit. Additionally, notwithstanding anything in this Agreement to the contrary, any separation payments under this Agreement (to the extent that they constitute “deferred compensation” under Section 409A of the Code and applicable regulations), and any other amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and that would otherwise be payable or distributable hereunder by reason of Your termination, will not be payable or distributable to You by reason of such circumstance unless the circumstances giving rise to such termination meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” In the event that You are a “specified employee” (as described in Code Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Code Section 409A and would otherwise be payable upon Your “separation from service” (as described in Code Section 409A), then no such payment or benefit shall be made before the date that is six (6) months after Your “separation from service” (or, if earlier, the date of Your death). Any payment or benefit delayed by reason of the prior sentence (the “Delayed Payment”) shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.