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

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to or may be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder and other guidance of general applicability. If the Company and the Executive determine determines that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) Section 409A of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any other applicable authority issued by the Internal Revenue Serviceguidance, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Serviceguidance, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of Section 409Aof the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments It is intended that this Award Agreement and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to Plan be exempt from the requirements provisions of Section section 409A of the Code to the maximum extent permissible under law. To the extent section 409A of the Code applies to this Award Agreement and the Plan, it is intended that this Award Agreement and the Plan comply with the provisions of section 409A of the Code. This Award Agreement and the Plan shall be administered and interpreted in accordance a manner consistent with this intent. In the event that this Award Agreement or the Plan does not comply with section 409A of the Code (to the extent applicable requirements ofthereto), and exemptions from, Section the Company shall have the authority to amend the terms of this Award Agreement or the Plan (which amendment may be retroactive to the extent permitted by section 409A of the Code and may be made by the Treasury Regulations thereunder. To the extent the payments Company without your consent) to avoid excise taxes and benefits other penalties under this Agreement are subject to Section section 409A of the Code, to the extent possible. Notwithstanding the foregoing, no particular tax result for you with respect to any income recognized by you in connection with this Award Agreement is guaranteed, and you solely shall be interpretedresponsible for any taxes, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2)penalties, (3) and (4) interest or other losses or expenses incurred by you under section 409A of the Code and in connection with this Award Agreement. To the Treasury Regulations thereunder If the Company and the Executive determine that extent any compensation, benefits or other payments that amounts under this Award Agreement are payable under this Agreement and intended by reference to comply with Sections 409A(a)(2), (3) and (4) your “termination of employment,” such term shall be deemed to refer to your “separation from service,” within the meaning of section 409A of the Code do not comply with Section Code. Notwithstanding any other provision in this Plan, if you are a “specified employee,” as defined in section 409A of the Code, as of the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Servicedate of your separation from service, then to the extent permitted any amount payable under Section this Award Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are (ii) is payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) upon your separation from service and (4iii) under the terms of the Code, if any provision of the this Award Agreement would cause such compensation, benefits or other payments be payable prior to fail to so complythe six-month anniversary of your separation from service, such provision shall not be effective and payment shall be null and void with respect delayed until the earlier to such compensation, benefits occur of (a) the six-month anniversary of your separation from service or other payments to (b) the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectdate of your death.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections Section 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder thereunder. If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections Section 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections Section 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under Notwithstanding any other provision of the Plan or this Agreement (including, without limitationto the contrary, the Section 409A Payments) are intended Plan and this Agreement shall be construed or deemed to be amended as necessary to remain exempt from or comply with the requirements of Section 409A of the Code and to avoid the imposition of any additional or accelerated taxes or other penalties under Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from The Committee, in its sole discretion, shall determine the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with Code applicable to the applicable requirements of, Plan and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2)shall interpret the terms of each consistently therewith. Under no circumstances, (3) and (4) of however, shall the Code do not comply with Section 409A of Company, an Affiliate, or a subsidiary have any liability under the CodePlan or this Agreement for any taxes, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Servicepenalties, or interest due on amounts paid or payable pursuant to the extent permitted Plan and/or this Agreement, including any taxes, penalties, or interest imposed under Section 409A of the Code, . In the Treasury Regulations thereunder and any applicable authority issued event that it is determined by the Internal Revenue ServiceCompany that, as a result of the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of deferred compensation tax rules under Section 409A of the Code, Code (and any related regulations or other pronouncements thereunder) (the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation“Deferred Compensation Tax Rules”), benefits that the Participant is entitled to receive under the terms of this Agreement are deferred compensation subject to tax under the Deferred Compensation Tax Rules, (i) the Participant shall not be considered to have terminated employment for purposes hereof until the Participant would be considered to have incurred a “separation from service” within the meaning of the Deferred Compensation Tax Rules and other payments that are(ii) the Company shall, in lieu of providing such benefit when otherwise due under this Agreement, instead provide such benefit on the first day on which such provision would not result in the Participant incurring any tax liability under the Deferred Compensation Tax Rules; which day, if the Participant is a “specified employee” (within the meaning of the Deferred Compensation Tax Rules), shall, in the aggregateevent the benefit to be provided is due to the Participant’s “separation from service” (within the meaning of the Deferred Compensation Tax Rules) with the Company and its subsidiaries, no less favorable than be the compensation, benefits and other payments first day following the six-month period beginning on the date of such separation from service. Each amount to be paid or benefit to be provided under this Agreement. In Agreement shall be construed as a separately identified payment for purposes of the case of Deferred Compensation Tax Rules, and any compensation, benefits or other payments described in this Agreement that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of due within the Code, if any provision of “short term deferral period” as defined in the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision Deferred Compensation Tax Rules shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effecttreated as deferred compensation unless applicable law requires otherwise.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are This Award is intended to be exempt from the requirements application of Section 409A of the Internal Revenue Code (the “Code. This Agreement ”), including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted in accordance with accordingly. Notwithstanding the applicable foregoing, if it is determined that the Award fails to satisfy the requirements ofof the short-term deferral rule and is otherwise not exempt from, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are determined to be deferred compensation subject to Section 409A of the Code, this Agreement Award shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly. If it is determined that the Award is deferred compensation subject to Section 409A and you are a “Specified Employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “Separation from Service” (as defined in Section 409A), then the Treasury Regulations thereunder issuance of any shares that would otherwise be made upon the date of your Separation from Service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and other applicable authority will instead be issued by in a lump sum on the Internal Revenue date that is six (6) months and one day after the date of the Separation from Service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the extent permitted imposition of adverse taxation on you in respect of the shares under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements . Each installment of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments shares that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and vests is intended to comply with Sections 409A(a)(2constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All The intent of the parties is that payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to or be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To regulations and other guidance issued thereunder (the extent “Requirements”), and that the payments Agreement be construed and operated in accordance with such Requirements, or an exception to such Requirements, so that benefits under this Agreement are subject to shall not be included in income under Section 409A of the Code; provided, this however, that nothing in the Agreement shall be interpreted, construed and administered in as a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued covenant by the Internal Revenue Service, Post Group that payments made pursuant to the extent permitted Agreement will not be subject to taxation under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued or as a guarantee or indemnity by the Internal Revenue ServicePost Group for any particular tax consequences for the payments called for under the Agreement. Any ambiguities in this Agreement shall be construed to effect the intent as described in this § 15.12. If any provision of this Agreement is found to be in violation of the Requirements, then such provision shall be deemed to be modified or restricted to the Company extent and in the manner necessary to render such provision in conformity with the Requirements, or with the consent of Executive agree to amend shall be deemed excised from this Agreement, and this Agreement shall be construed and enforced to the maximum extent permitted by the Requirements as if such provision had been originally incorporated in this Agreement as so modified or take restricted, or as if such other actions provision had not been originally incorporated in this Agreement, as the Company and case may be. Notwithstanding anything to the Executive deem reasonably necessary contrary, nothing in this Section 15.12 is intended, or appropriateshall be construed, to cause limit the cash payments or other benefits to which Executive is entitled under this Agreement without Executive’s express written consent. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment unless such compensationtermination is also a “separation from service” within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” or a “termination of employment” shall mean “such a separation from service.” Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of Post. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A. Any reimbursements and in-kind benefits and other payments to comply provided under this Agreement that constitute deferred compensation within the meaning of Code Section 409A shall be made or provided in accordance with the requirements of Code Section 409A of the Code409A, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Serviceincluding, while providing compensationwithout limitation, benefits and other payments that are(i) in no event shall any fees, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits expenses or other payments that are payable amounts eligible to be reimbursed by Post under this Agreement be paid later than the last day of the calendar year next following the calendar year in which the applicable fees, expenses or other amounts were incurred; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits that Post is obligated to pay or provide, in any given calendar year, shall not affect the expenses or the in-kind benefits that Post is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to have Post pay or provide such reimbursements and intended to comply with Sections 409A(a)(2), (3) in-kind benefits may not be liquidated or exchanged for any other benefit; and (4iv) of the Codein no event shall Post’s obligations to make such reimbursements or to provide such in-kind benefits apply after Executive’s death, if any provision of the Agreement would cause such compensation, benefits or other payments except that reimbursable expenses incurred prior to fail to so comply, such provision shall not be effective and Executive’s death shall be null and void with respect paid to such compensation, benefits Executive’s estate or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectbeneficiary.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement Notwithstanding anything herein to the contrary, (including, without limitation, a) if at the Section 409A Payments) are intended to comply time of Executive's termination of employment with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted Company Executive is a "specified employee" as such term is defined in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations regulations thereunder. To , and the extent deferral of the commencement of any payments and or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies then the requirements of Sections 409A(a)(2), (3) and (4) Company will defer the commencement of the Code and payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the Treasury Regulations thereunder If date that is six (6) months following Executive's termination of employment with the Company and (or the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent earliest date as is permitted under Section 409A of the Code) and (b) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Treasury Regulations thereunder and any applicable authority issued Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Internal Revenue ServiceBoard, that does not cause such an accelerated or additional tax. In the event that payments under this Agreement are deferred pursuant to this Section 12 in order to prevent any accelerated tax or additional tax under Section 409A of the Code, then such payments shall be paid at the time specified under this Section 12 without any interest thereon. The Company shall consult with Executive in good faith regarding the implementation of this Section 12; provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. Notwithstanding anything to the contrary herein, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a "Separation from Service" as such term is defined in Section 409A of the Code and the Executive agree to amend regulations and guidance promulgated thereunder and, for purposes of any such provision of this Agreement, references to a "resignation," "termination," "termination of employment," or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements like terms shall mean Separation from Service. For purposes of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable each payment made under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) shall be designated as a "separate payment" within the meaning of the Section 409A of the Code. Notwithstanding anything to the contrary herein, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments except to the extent such provision would cause any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a failure "deferral of compensation" within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to complyExecutive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and such provision shall otherwise remain in full force and effect(z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Compliance with Section 409A of the Code. All It is intended that all of the payments and benefits payable under this Agreement (includingsatisfy, without limitationto the greatest extent possible, the Section 409A Payments) are intended to comply with exemptions from the requirements application of Section 409A of the Code. Certain payments Code provided under Treasury Regulation Sections 1.409A-1(b)(4) and benefits payable under 1.409A-1(b)(9), and this Agreement are intended will be construed to be exempt from the requirements of Section 409A greatest extent possible as consistent with those provisions. If any of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Codenot so exempt, this Agreement shall (and any definitions hereunder) will be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply complies with Section 409A of the Code, and incorporates by reference all required definitions and payment terms. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulations thereunder Regulation Section 1.409A-2(b)(2)(iii)), Your right to receive any installment payments under this Agreement (whether severance payments, expense reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this Agreement will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if You are deemed by ChannelAdvisor at the time of Your Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the severance benefits provided under this Agreement, upon Separation From Service set forth herein and/or under any other applicable authority issued by the Internal Revenue Service, agreement with ChannelAdvisor are deemed to be “deferred compensation,” then to the extent permitted delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A of the Code, such payments will not be provided to You prior to the Treasury Regulations thereunder and any applicable authority issued by earliest of (i) the Internal Revenue Serviceexpiration of the six (6)-month period measured from the date of Your Separation From Service with ChannelAdvisor, (ii) the Company and the Executive agree to amend this Agreement, date of Your death or take (iii) such other actions earlier date as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of permitted under Section 409A of the CodeCode without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the Treasury Regulations thereunder all payments deferred pursuant to this Paragraph will be paid in a lump sum to You, and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other any remaining payments that are, due will be paid as otherwise provided in this Agreement or in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreementapplicable agreement. In the case of No interest will be due on any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to amounts so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectdeferred.

Compliance with Section 409A of the Code. All It is intended that all of the payments and benefits payable under this Agreement (includingsatisfy, without limitationto the greatest extent possible, the Section 409A Payments) are intended to comply with exemptions from the requirements application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. Certain payments ”) provided under Treasury Regulation Sections 1.409A-1(b)(4) and benefits payable under 1.409A-1(b)(9), and this Agreement are intended will be construed to be exempt from the requirements of Section 409A of the Codegreatest extent possible as consistent with those provisions. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the CodeIf not so exempt, this Agreement shall (and any definitions hereunder) will be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply complies with Section 409A of the Code, and incorporates by reference all required definitions and payment terms. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulations thereunder Regulation Section 1.409A-2(b)(2)(iii)), Your right to receive any installment payments under this Agreement (whether severance payments, expense reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this Agreement will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if You are deemed by ChannelAdvisor at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the severance benefits provided under this Agreement, upon Separation From Service set forth herein and/or under any other applicable authority issued by the Internal Revenue Service, agreement with ChannelAdvisor are deemed to be “deferred compensation,” then to the extent permitted delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A of the Code, such payments will not be provided to You prior to the Treasury Regulations thereunder and any applicable authority issued by earliest of (i) the Internal Revenue Serviceexpiration of the six (6)-month period measured from the date of Your Separation From Service with ChannelAdvisor, (ii) the Company and the Executive agree to amend this Agreement, date of Your death or take (iii) such other actions earlier date as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of permitted under Section 409A of the CodeCode without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, the Treasury Regulations thereunder all payments deferred pursuant to this paragraph will be paid in a lump sum to You, and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other any remaining payments that are, due will be paid as otherwise provided in this Agreement or in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreementapplicable agreement. In the case of No interest will be due on any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to amounts so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectdeferred.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement Notwithstanding anything herein to the contrary, (including, without limitation, a) if at the Section 409A Payments) are intended to comply time of Executive’s termination of employment with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted Company Executive is a “specified employee” as such term is defined in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations regulations thereunder. To , and the extent deferral of the commencement of any payments and or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies then the requirements of Sections 409A(a)(2), (3) and (4) Company will defer the commencement of the Code and payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the Treasury Regulations thereunder If date that is six (6) months following Executive’s termination of employment with the Company and (or the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent earliest date as is permitted under Section 409A of the Code) and (b) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Treasury Regulations thereunder and any applicable authority issued Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Internal Revenue ServiceBoard, that does not cause such an accelerated or additional tax. In the event that payments under this Agreement are deferred pursuant to this Section 12 in order to prevent any accelerated tax or additional tax under Section 409A of the Code, then such payments shall be paid at the time specified under this Section 12 without any interest thereon. The Company shall consult with Executive in good faith regarding the implementation of this Section 12; provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. Notwithstanding anything to the contrary herein, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” as such term is defined in Section 409A of the Code and the Executive agree to amend regulations and guidance promulgated thereunder and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment,” or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements like terms shall mean Separation from Service. For purposes of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable each payment made under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) shall be designated as a “separate payment” within the meaning of the Section 409A of the Code. Notwithstanding anything to the contrary herein, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments except to the extent such provision would cause any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a failure “deferral of compensation” within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to complyExecutive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and such provision shall otherwise remain in full force and effect(z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitationIf the Employee is not eligible for Retirement during the vesting period applicable to the Restricted Stock Units, the Section 409A Payments) Restricted Stock Units are intended to comply with the requirements of be exempt from Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended If the Employee is eligible for Retirement during the vesting period applicable to be exempt from the requirements of Section 409A Restricted Stock Units such that some or all of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement Restricted Stock Units are subject to Section 409A of the Code, this Agreement and the Restricted Stock Units shall be interpreted, construed administered and administered interpreted in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) compliance with Section 409A of the Code and to the Treasury Regulations thereunder If extent applicable. Notwithstanding the foregoing, if the Company and determines that the Executive determine that any compensation, benefits Restricted Stock Units may not either be exempt from or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply compliant with Section 409A of the Code, the Treasury Regulations thereunder Company may adopt such amendments or other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other applicable authority issued by actions, that the Internal Revenue ServiceCompany determines are necessary or appropriate, as applicable, to (x) exempt the extent permitted under Restricted Stock Units from Section 409A of the Code, or (y) comply with the Treasury Regulations thereunder and any applicable authority issued by requirements of Section 409A of the Internal Revenue ServiceCode; provided, however, that there is no obligation on the part of the Company and to adopt any such amendment, policy or procedure or take any such other action. If the Executive agree Employee is a “specified employee” as defined in Section 409A of the Code as of the Employee’s separation from service, to amend the extent any Restricted Stock Units are subject to Section 409A of the Code, then to the extent required by Section 409A of the Code, no payments due under this AgreementAgreement may be made until the earlier of: (A) the first day of the seventh month following the Employee’s separation from service, or take such other actions as (B) the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments Employee’s date of death. If this Agreement fails to comply with the requirements of Section 409A of the Code, neither the Treasury Regulations thereunder and other applicable authority issued Company nor any of its Affiliates shall have any liability for any tax, penalty or interest imposed on the Employee by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) Section 409A of the Code, if and the Employee shall have no recourse against the Company or any provision of its Affiliates for payment of any such tax, penalty or interest imposed by Section 409A of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectCode.

Compliance with Section 409A of the Code. All payments and benefits payable under The award covered by this Agreement (includingis intended to be excepted from coverage under, without limitationor compliant with, the provisions of Section 409A Payments) are intended of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder (“Section 409A”). Notwithstanding the foregoing or any other provision of this Agreement or the Plan to the contrary, if the award is subject to the provisions of Section 409A (and not exempted therefrom), the provisions of this Agreement and the Plan shall be administered, interpreted and construed in a manner necessary to comply with Section 409A (or disregarded to the requirements extent such provision cannot be so administered, interpreted or construed). If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of Section 409A, Grantee agrees that the Company may, without the consent of Grantee, modify the Agreement to the extent and in the manner the Company deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that the Company deems appropriate in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of Section 409A or to provide such payments or benefits in a manner that complies with the provisions of Section 409A such that they will not be subject to the imposition of taxes and/or interest thereunder. If, at the time of Xxxxxxx’s separation from service (within the meaning of Section 409A of the Code. Certain payments ), (A) Grantee shall be a specified employee (within the meaning of Section 409A of the Code and benefits using the identification methodology selected by the Company from time to time) and (B) the Company shall make a good faith determination that an amount payable under this Agreement are intended to be exempt from hereunder constitutes deferred compensation (within the requirements meaning of Section 409A of the Code. This Agreement shall ) the settlement of which is required to be interpreted delayed pursuant to the six-month delay rule set forth in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject in order to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits avoid taxes or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted penalties under Section 409A of the Code, then the Treasury Regulations thereunder and any applicable authority issued by Company shall not settle such amount on the Internal Revenue Serviceotherwise scheduled settlement date but shall instead settle it, without interest, on the first business day of the month after such six-month period. Notwithstanding the foregoing, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, makes no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void representations and/or warranties with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to complycompliance with Section 409A, and such provision Grantee recognizes and acknowledges that Section 409A could potentially impose upon Grantee certain taxes and/or interest charges for which Participant is and shall otherwise remain in full force and effectsolely responsible.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent that the payments and benefits under this Agreement are Board determines that any Award granted hereunder is subject to Section 409A of the Code, this the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted, construed and administered interpreted in a manner accordance with Section 409A of the Code. In the event that satisfies any provision of the Plan or an Award agreement is determined by the Board to not comply with the applicable requirements of Sections 409A(a)(2Section 409A of the Code or the Treasury Regulations or other guidance issued thereunder, the Board shall have the authority to take such actions and to make such changes to the Plan or an Award Agreement as the Board deems necessary to comply with such requirements (including without limitation, after the grant date of an Award, increasing the exercise price to equal what was the Fair Market Value on the grant date of the Award). Each payment to a Participant made pursuant to this Plan shall be considered a separate payment and not one of a series of payments for purposes of Section 409A of the Code. Notwithstanding the foregoing or anything elsewhere in the Plan or an Award Agreement to the contrary, if upon a Participant’s Separation From Service (as defined in Section 409A of the Code), he/she is then a “specified employee” (3) and (4) as defined in Section 409A of the Code), then solely to the extent necessary to comply with Section 409A of the Code and avoid the Treasury Regulations thereunder If imposition of taxes under Section 409A of the Code, the Company and the Executive determine that any shall defer payment of “nonqualified deferred compensation, benefits or other payments that are payable under this Agreement and intended ” subject to comply with Sections 409A(a)(2), (3) and (4) Section 409A of the Code do not payable as a result of and within six (6) months following such Separation From Service under this Plan until the earlier of (i) the first business day of the seventh month following the Participant’s Separation From Service, or (ii) ten (10) days after the Company receives written confirmation of the Participant’s death. Any such delayed payments shall be made without interest. While it is intended that all payments and benefits provided under this Plan will be exempt from or comply with Section 409A of the Code, the Treasury Regulations thereunder Company makes no representation or covenant to ensure that the Awards and other applicable authority issued by the Internal Revenue Service, to the extent permitted payments under this Plan are exempt from or compliant with Section 409A of the Code, . The Company will have no liability to any Participant or any other party if a payment or benefit under this Plan or any Award is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. Each Participant further understands and agrees that each Participant will be entirely responsible for any and all taxes on any benefits payable to the Treasury Regulations thereunder and Participant as a result of this Plan or any applicable authority issued by the Internal Revenue Service, Award. In no event whatsoever shall the Company and be liable for any additional tax, interest or penalties that may be imposed on a Participant by Section 409A of the Executive agree to amend this Agreement, Code or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments for any damages for failing to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments The Award covered by this Notice and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are is intended to be exempt excepted from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements ofcoverage under, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Codecompliant with, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements provisions of Section 409A of the Code, and the Treasury Regulations thereunder regulations and other applicable authority issued by guidance promulgated thereunder (“409A”). Notwithstanding the Internal Revenue Serviceforegoing or any other provision of this Notice and Agreement or the Plan to the contrary, while providing compensationif the Award is subject to the provisions of 409A (and not exempted therefrom), benefits the provisions of this Notice and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended the Plan shall be administered, interpreted and construed in a manner necessary to comply with Sections 409A(a)(2), 409A (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments disregarded to the extent such provision would cause cannot be so administered, interpreted or construed). If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of 409A, Employee agrees that the Company may, without the consent of Employee, modify this Notice and Agreement to the extent and in the manner the Company deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that the Company deems appropriate in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of 409A or to provide such payments or benefits in a failure manner that complies with the provisions of 409A such that they will not be subject to complythe imposition of taxes and/or interest thereunder. If, at the time of Employee’s separation from service (within the meaning of 409A), (a) Employee shall be a specified employee (within the meaning of 409A and using the identification methodology selected by the Company from time to time) and (b) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of 409A) the settlement of which is required to be delayed pursuant to the six-month delay rule set forth in 409A in order to avoid taxes or penalties under 409A, then the Company shall not settle such amount on the otherwise scheduled settlement date but shall instead settle it, without interest, on the first business day of the month after such six-month period. Notwithstanding the foregoing, the Company makes no representations and/or warranties with respect to compliance with 409A, and such provision Employee recognizes and acknowledges that 409A could potentially impose upon Employee certain taxes and/or interest charges for which Employee is and shall otherwise remain in full force and effectsolely responsible.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are This Award is intended to comply with be exempt from the requirements application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly. Certain payments and benefits payable under this Agreement are intended Notwithstanding the foregoing, if it is determined that the Award fails to be exempt from satisfy the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements ofshort-term deferral rule and is otherwise not exempt from, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are determined to be deferred compensation subject to Section 409A of the Code, this Agreement Award shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly. If it is determined that the Award is deferred compensation subject to Section 409A and you are a “Specified Employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “Separation from Service” (within the meaning of Treasury Regulation Section 1.409A-1(h) and without regard to any alternative definition thereunder), then the Treasury Regulations thereunder issuance of any shares that would otherwise be made upon the date of your Separation from Service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and other applicable authority will instead be issued by in a lump sum on the Internal Revenue date that is six (6) months and one day after the date of the Separation from Service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the extent permitted imposition of adverse taxation on you in respect of the shares under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements . Each installment of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments shares that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and vests is intended to comply with Sections 409A(a)(2constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b) (2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.. * * * * *

Compliance with Section 409A of the Code. All payments To the extent applicable, it is intended that this Award Agreement and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to Plan comply with the requirements provisions of Section 409A of the U.S. Internal Revenue Code, so that the income inclusion provisions of Section 409A(a)(1) do not apply to you. Certain payments This Award Agreement and benefits payable under the Plan shall be administered in a manner consistent with this intent, and any provision that would cause the Award Agreement are intended or the Plan to be exempt from the requirements of fail to satisfy Section 409A of the Code. This Agreement Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be interpreted in accordance with retroactive to the applicable requirements of, and exemptions from, extent permitted by Section 409A of the Code and may be made by the Treasury Regulations thereunderCompany without your consent). To In particular, to the extent the payments RSUs become nonforfeitable pursuant to a “Change in Control” and benefits the event causing the RSUs to become nonforfeitable is your retirement or an event that does not constitute a permitted distribution event under this Agreement are subject to Section 409A 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement shall be interpretedAward Agreement, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) issuance of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue ServiceCommon Shares will be made, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements provisions of Section 409A of the Code, to you on the earlier of (a) your “separation from service” with the Company (determined in accordance with Section 409A); provided, however, that if you are a “specified employee” (within the meaning of Section 409A), your date of issuance of the Common Shares shall be the date that is six months after the date of your separation of service with the Company, (b) the end of the Deferral Period, or (c) your death. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service, while providing compensation, benefits and other payments that are, . This section applies only if you are a citizen or resident of the United Sates or if the compensation is for services performed in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments United States that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall is not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectexempt from United States federal income taxation.

Compliance with Section 409A of the Code. All payments This Agreement and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) Award are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to with, or otherwise be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and any regulations and Treasury guidance promulgated thereunder (“Section 409A”). Notwithstanding any provisions of this Agreement to the Treasury Regulations thereunder. To the extent the payments and benefits contrary, any right of Participant to any payment under this Agreement are subject to upon termination of Participant’s employment will be payable only when such termination of employment constitutes a “separation from service” within the meaning of Section 409A. If Participant is a “specified employee” (within the meaning of Section 409A and determined pursuant to any policies adopted by the Company consistent with Section 409A), at the time of Participant’s separation from service and if any portion of the Codepayments or benefits to be received by Participant upon separation from service would be considered deferred compensation under Section 409A and cannot be paid or provided to Participant without Participant incurring taxes, interest or penalties under Section 409A, amounts that would otherwise be payable pursuant to this Agreement shall and benefits that would otherwise be interpretedprovided pursuant to this Agreement, construed and administered in a manner that satisfies each case, during the requirements six-month period immediately following Participant’s separation from service will instead be paid or made available on the earlier of Sections 409A(a)(2), (3a) the first business day of the seventh month following the date of Participant’s separation from service and (4b) Participant’s death; provided, however, that such deferral will only be effected to the extent required to avoid adverse tax treatment to Participant, including (without limitation) the additional 20% tax for which Participant would otherwise be liable under Section 409A(a)(1)(B) of the Code and in the Treasury Regulations thereunder If absence of such deferral. Upon the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) expiration of the Code do not comply with Section 409A applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph will be paid to Participant or Participant’s beneficiary in one lump sum (without interest). It is intended that each installment of the Code, the payments provided hereunder constitute separate “payments” for purposes of Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue ServiceRegulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent permitted under Section 409A of the Codepossible, the Treasury Regulations thereunder and any applicable authority issued by exemptions from the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements application of Section 409A of the CodeCode (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1(b)(9) (as a “separation pay due to involuntary separation”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the Treasury Regulations thereunder provision will be read in such a manner so that all payments hereunder comply with Section 409A. Notwithstanding anything to the contrary set forth herein, the Company may amend this Agreement and other applicable authority issued the Award at any time and in any and all respects without Participant’s consent as the Board may, in its sole discretion, deem appropriate in order to comply with Section 409A and any guidance governing Section 409A. The Company will notify Participant of any such changes made to this Agreement and the Award. The preceding provisions, however, will not be construed as a guarantee by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case Company of any compensation, benefits particular tax effect to Participant of any payment made pursuant to this Agreement or other payments that are payable the Award. The Company will not be liable to Participant for any payment under this Agreement and intended that is determined to comply with Sections 409A(a)(2)result in an additional tax, (3) and (4) of the Codepenalty or interest under Section 409A, if nor for reporting in good faith any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain payment as an amount includible in full force and effect.gross income under Section 409A.

Compliance with Section 409A of the Code. All payments The Agreement and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement Plan are intended to be exempt from the requirements provisions of Section 409A of the Code to the maximum extent permitted by applicable law. To the extent applicable, it is intended that the Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Employee. This The Agreement and the Plan shall be administered and interpreted in accordance a manner consistent with the applicable requirements ofthis intent, and exemptions from, any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Treasury Regulations thereunderCompany without the consent of the Employee). To If the extent the payments and benefits under this Agreement are Award is subject to Section 409A of the Code, this Agreement a retirement or termination of employment shall not be interpreted, construed and administered in a manner that satisfies the requirements deemed to occur for purposes of Sections 409A(a)(2), (3) and (4) any provision of the Code and Agreement providing for the Treasury Regulations thereunder If payment of any amounts upon or following retirement or termination of employment unless such retirement or termination is also a “separation from service” within the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements meaning of Section 409A of the Code, and for purposes of any such provision in the Agreement, references to a “termination,” “termination of employment,” “retire,” “retirement” or like terms shall mean “separation from service.” Notwithstanding anything in the Agreement to the contrary, if the Award is subject to Section 409A of the Code, and if the Employee is a “Specified Employee” (within the meaning of the Company’s Specified Employee Policy for 409A Arrangements) as of the date the Employee ceases to be an employee of the Company, then if there is a payout of the Award, such payout shall be delayed until and made during the seventh calendar month following the calendar month during which the Employee ceased to be an employee of the Company (or, if earlier, the calendar month following the calendar month of the Employee’s death) to the extent required by Section 409A of the Code. Notwithstanding the foregoing, no particular tax result for the Employee with respect to any income recognized by the Employee in connection with the Agreement is guaranteed, and the Employee solely shall be responsible for any taxes, penalties or interest imposed on the Employee in connection with the Agreement. Reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under To the extent applicable, it is intended that this Agreement (including, without limitation, and the Section 409A Payments) are intended to Plan comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) do not apply to Grantee. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Grantee). In particular, to the extent the Performance Shares shall be deemed to be earned upon a Change in Control pursuant to Section 6 and such Change in Control does not constitute a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” (determined in accordance with Section 409A), then notwithstanding that the Performance Shares shall be deemed to be earned upon the Change in Control or anything to the contrary in Section 6, payment which in such case may be in the form of Common Shares, cash or a combination of Common Shares and cash, as determined by the Committee in its sole discretion, will be made, to the extent necessary to comply with the provisions of Section 409A of the Code, to the Grantee on the earlier of (a) the Grantee’s “separation from service” with the Company (determined in accordance with Section 409A); provided, however, that if the Grantee is a “specified employee” (within the meaning of Section 409A), the payment date shall be the date that is six months after the date of the Grantee’s separation of service with the Company, (b) the date payment otherwise would have made under Section 5 above, or (c) the Grantee’s death. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (includingTo the fullest extent applicable, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments amounts and benefits payable under this Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the Code in accordance with one or more of the exemptions available under the final Treasury regulations promulgated under Code Section 409A and, to the extent that any such amount or benefit is or becomes subject to Code Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation in accordance with such final Treasury regulations, this Agreement is intended to comply with the applicable requirements of Section 409A of the Code. This Agreement shall Code with respect to such amounts or benefits and will be interpreted and administered to the extent possible in accordance a manner consistent with the applicable requirements offoregoing statement of intent. Notwithstanding anything herein to the contrary, (i) if on the date the Employee “separates from service” within the meaning of Treasury Regulation section 1.409A-1(h), (A) the Company is publicly traded, (B) the Employee is a Specified Employee, and exemptions from, (C) the Company reasonably determines that (x) a payment or benefit payable hereunder as a result of the Employee’s termination of employment constitutes nonqualified deferred compensation that is subject to the requirements of Section 409A of the Code and (y) the Treasury Regulations thereunder. To deferral of the extent the commencement of such payments and or benefits is necessary in order to prevent any accelerated or additional tax under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If then the Company will withhold and accumulate such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the Executive determine date that any compensation, benefits is six months following Employee’s separation from service date (or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent earliest date as is permitted under Section 409A of the Code), at which time the Treasury Regulations thereunder withheld and accumulated payments shall be paid to the Employee in a single lump sum payment and (ii) if any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments of money or other benefits due to comply with Employee hereunder could cause the requirements application of an accelerated or additional tax under Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other such payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable benefits shall be deferred if deferral will make such payment or other benefits compliant under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) Section 409A of the Code, if any provision of the Agreement would cause or otherwise such compensation, benefits payment or other payments to fail to so comply, such provision shall not be effective and benefits shall be null and void with respect to such compensationrestructured, benefits or other payments to the extent possible, in a manner, determined by the Company, that does not cause such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectan accelerated or additional tax.

Compliance with Section 409A of the Code. All payments and benefits payable under To the extent applicable, it is intended that this Agreement (including, without limitation, and the Section 409A Payments) are intended to Plan comply with the requirements provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A (a) (1) of the Code do not apply to the Grantee. Certain payments This Agreement and benefits payable under the Plan will be administered in a manner consistent with this intent, and any provision that would cause the Agreement are intended or the Plan to be exempt from the requirements of fail to satisfy Section 409A of the Code. This Agreement shall Code will have no force and effect unless and until amended to comply with Section 409A of the Code (which amendment may be interpreted in accordance with retroactive to the applicable requirements of, and exemptions from, extent permitted by Section 409A of the Code and may be made by the Treasury Regulations thereunderCompany without the consent of the Grantee). To In particular, to the extent the payments Grantee has a right to receive payment pursuant to ARTICLE III or ARTICLE IV and benefits the event triggering the right to payment does not constitute a permitted distribution event under this Agreement are subject to Section 409A 409A(a)(2) of the Code, this Agreement shall be interpretedthen notwithstanding anything to the contrary in ARTICLE III, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2)ARTICLE IV or ARTICLE VII above, (3) and (4) issuance of the Code and Common Shares will be made, to the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended extent necessary to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, to the Grantee on the earlier of (a) the Grantee's “separation from service” with the Company (determined in accordance with Section 409A); provided, however, that if the Grantee is a “specified employee” (within the meaning of Section 409A), the Grantee's date of issuance of the Common Shares will be the date that is six months after the date of the Grantee's separation of service; (b) the date the payment would otherwise occur under this Agreement (to the extent it constitutes a permitted distribution event); or (c) the Grantee's death. References to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under this This Agreement (including, without limitation, the Section 409A Payments) are is intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent applicable, and will be interpreted accordingly. References under this Agreement to Executive’s termination of employment shall be deemed to refer to the date upon which Executive has experienced a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company and its affiliates Executive is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company and its affiliates (or the earliest date as is permitted under Section 409A of the Code), at which point all payments deferred pursuant to this Section 12(i) shall be paid to Executive in a lump sum and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the Treasury Regulations thereunder and any applicable authority issued application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Internal Revenue ServiceBoard, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits and other payments shall be paid to comply Executive in a manner consistent with the requirements Treasury Regulation Section 1.409A-3(i)(1)(iv). For purposes of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable each payment made under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) will be designated as a “separate payment” within the meaning of Section 409A of the Code, if any provision . The Company shall consult with Executive in good faith regarding the implementation of the Agreement would cause such compensation, benefits provisions of this Section 12(i); provided that neither the Company nor any of its employees or other payments representatives shall have any liability to fail to so comply, such provision shall not be effective and shall be null and void Executive with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectthereto.

Compliance with Section 409A of the Code. All payments It is intended that this Award Agreement and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to Plan be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section section 409A of the Code and to the Treasury Regulations thereundermaximum extent permissible under law. To the extent section 409A of the payments Code applies to this Award Agreement and benefits the Plan, it is intended that this Award Agreement and the Plan comply with the requirements of section 409A of the Code to the maximum extent permissible under law. This Award Agreement and the Plan shall be administered and interpreted in a manner consistent with this Agreement are subject to Section intent. To the extent that the Award constitutes “nonqualified deferred compensation” within the meaning of section 409A of the Code, (i) for purposes of any provision of this Award Agreement shall be interpreted, construed providing for the payment of any amounts upon or following termination of employment (and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that for any compensation, benefits or other payments that are payable purpose required under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section section 409A of the Code), the Treasury Regulations thereunder and other applicable authority issued by Employee’s termination of employment shall be defined as the Internal Revenue Employee’s Separation from Service, and (ii) if shares of Common Stock are to be delivered to the extent permitted Employee under Section 409A this Award Agreement due to the Employee’s Separation from Service, and if the Employee is a Specified Employee at the time of such separation, such shares shall be delivered to the Employee during the seventh calendar month following the calendar month during which the Employee separated from service (or if earlier, during the calendar month following the calendar month of the CodeEmployee’s death), the Treasury Regulations thereunder and notwithstanding any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend other provision in this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Award Agreement. In No particular tax result for the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void Employee with respect to such compensationany income recognized by the Employee in connection with this Award Agreement is guaranteed, benefits and the Employee solely shall be responsible for any taxes, penalties, interest or other payments to losses or expenses incurred by the extent such provision would cause a failure to comply, and such provision shall otherwise remain Employee in full force and effectconnection with this Award Agreement.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections Section 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections Section 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections Section 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under The Award of RSUs covered by this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are is intended to be exempt excepted from coverage under, or compliant with, the requirements provisions of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunderregulations and other guidance promulgated thereunder (“Section 409A”). To Notwithstanding the extent the payments and benefits under foregoing or any other provision of this Agreement are or the Plan to the contrary, if all or any portion of the Award of RSUs is subject to the provisions of Section 409A (and not exempted therefrom), the provisions of the Code, this Agreement and the Plan shall be interpretedadministered, interpreted and construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended necessary to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, (or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments disregarded to the extent such provision would cause cannot be so administered, interpreted or construed). If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of Section 409A, the Participant agrees that the Company may, without the consent of the Participant, modify the Agreement to the extent and in the manner the Company deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that the Company deems appropriate in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of Section 409A or to provide such payments or benefits in a failure manner that complies with the provisions of Section 409A such that they will not be subject to complythe imposition of taxes and/or interest thereunder. If, at the time of the Participant’s separation from service (within the meaning of Section 409A), (A) the Participant shall be a “specified employee” (within the meaning of Section 409A and using the identification methodology selected by the Company from time-to-time) and (B) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the settlement of which is required to be delayed pursuant to the six (6) month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not settle such amount on the otherwise scheduled settlement date but shall instead settle it, without interest, on the first business day of the month after such six (6) month period. Notwithstanding the foregoing, the Company makes no representations and/or warranties with respect to compliance with Section 409A, and such provision the Participant recognizes and acknowledges that Section 409A could potentially impose upon the Participant certain taxes and/or interest charges for which the Participant is and shall otherwise remain in full force and effectsolely responsible.

Compliance with Section 409A of the Code. All payments and benefits payable under this This Agreement (including, without limitation, the Section 409A Payments) are is intended to comply with Section 409A of the requirements Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted accordingly. References under this Agreement to Executive’s termination of employment shall be deemed to refer to the date upon which Executive has experienced a “separation from service” within the meaning of Section 409A of the Code. Certain Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with Catalent and its affiliates Executive is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then Catalent will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with Catalent (or the earliest date as is permitted under Section 409A of the Code), at which point all payments deferred pursuant to this Section 11(h) shall be paid to Executive in a lump sum and (ii) if any other payments of money or other benefits payable due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement are intended constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treasury Regulation Section 1.409A-3(i)(1)(iv). For purposes of Section 409A of the Code, each payment made under this Agreement will be exempt from designated as a “separate payment” within the requirements meaning of Section 409A of the Code. This Agreement Catalent shall be interpreted consult with Executive in accordance with good faith regarding the applicable requirements of, and exemptions from, Section 409A implementation of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under provisions of this Agreement are subject Section 11(h); provided that neither Catalent nor any of its employees or representatives shall have any liability to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectthereto.

Compliance with Section 409A of the Code. All This Agreement is intended to either comply with, or fall within an exemption to, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury regulations relating thereto (“Section 409A”), and shall be interpreted and construed consistently with such intent. To the maximum extent possible, the payments and benefits payable under to the Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code under either the separation pay exemption pursuant to Treasury regulation § 1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation § 1.409A-1(b)(4). In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (including, without limitation“409A Penalties”), the Company and the Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided that such amendment shall not increase or reduce (in the aggregate) the amounts payable to the Executive hereunder. Any taxable reimbursement payable to the Executive pursuant to this Agreement shall be paid to the Executive no later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for taxable reimbursement, or such inkind benefit provided, during a calendar year shall not affect the amount of such expenses eligible for reimbursement, or such in-kind benefit to be provided, during any other calendar year. The right to such reimbursement or such in-kind benefits pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. If, as of the Date of Termination, the Executive is a “specified Executive” (within the meaning of Section 409A Paymentsof the Code), then no payment or benefit that is payable on account of the Executive’s “separation from service” (within the meaning of Section 409A of the Code) are intended shall be made before the date that is six (6) months after the Executive’s “separation from service” (or, if earlier, the date of the Executive’s death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A of the Code and such deferral is required to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A Any payment or benefit delayed by reason of the Code. This Agreement prior sentence shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered paid out or provided in a manner that satisfies single lump sum at the requirements end of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended such required delay period in order to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, catch up to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectoriginal payment schedule.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, If the Section 409A Payments) are intended Award is subject to comply with the requirements of Section section 409A of the Code, then for any purpose required under section 409A of the Code, all references herein to “termination of employment” or similar references shall mean Separation from Service. Certain payments It is intended that the Award, this Award Agreement, the Award Summary and benefits payable under this Agreement are intended to the Plan be exempt from the requirements of Section section 409A of the CodeCode to the maximum extent permissible under law. This Agreement To the extent section 409A of the Code applies to the Award, this Award Agreement, the Award Summary and/or the Plan, it is intended that the Award, this Award Agreement, the Award Summary and the Plan comply with the requirements of section 409A of the Code to the maximum extent permissible under law. The Award, this Award Agreement, the Award Summary and the Plan shall be administered and interpreted in accordance a manner consistent with this intent. In the event that the Award, this Award Agreement, the Award Summary or the Plan does not comply with section 409A of the Code (to the extent applicable requirements ofthereto), and exemptions fromthe Company shall have the authority to amend the terms of the Award, Section this Award Agreement, the Award Summary or the Plan (which amendment may be retroactive to the extent permitted by section 409A of the Code and may be made by the Treasury Regulations thereunder. To Company without the extent consent of the payments Employee) to avoid taxes and benefits other penalties under this Agreement are subject to Section section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of possible. Notwithstanding the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregateforegoing, no less favorable than particular tax result for the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void Employee with respect to such compensationany income recognized by the Employee in connection with the Award, benefits this Award Agreement and the Award Summary is guaranteed, and the Employee solely shall be responsible for any taxes, penalties, interest or other payments to losses or expenses incurred by the extent such provision would cause a failure to complyEmployee in connection with the Award, this Award Agreement and such provision shall otherwise remain in full force and effect.the Award Summary. UNITED STATES CELLULAR CORPORATION By: Xxxxxxx Xxxxxxxx President & CEO

Compliance with Section 409A of the Code. All payments and benefits payable under To the extent applicable, it is intended that this Agreement (including, without limitation, and the Section 409A Payments) are intended to Plan comply with the requirements provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A (a) (1) of the Code do not apply to the Grantee. Certain payments This Agreement and benefits payable under the Plan will be administered in a manner consistent with this intent, and any provision that would cause the Agreement are intended or the Plan to be exempt from the requirements of fail to satisfy Section 409A of the Code. This Agreement shall Code will have no force and effect unless and until amended to comply with Section 409A of the Code (which amendment may be interpreted in accordance with retroactive to the applicable requirements of, and exemptions from, extent permitted by Section 409A of the Code and may be made by the Treasury Regulations thereunderCompany without the consent of the Grantee). To In particular, to the extent the payments Grantee has a right to receive payment pursuant to ARTICLE III or ARTICLE IV and benefits the event triggering the right to payment does not constitute a permitted distribution event under this Agreement are subject to Section 409A 409A(a)(2) of the Code, this Agreement shall be interpretedthen notwithstanding anything to the contrary in ARTICLE III, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2)ARTICLE IV or ARTICLE VII above, (3) and (4) issuance of the Code and Common Shares will be made, to the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended extent necessary to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, to the Grantee on the earlier of (a) the Grantee's “separation from service” with the Company (determined in accordance with Section 409A); provided, however, that if the Grantee is a “specified employee” (within the meaning of Section 409A), the Grantee's date of issuance of the Common Shares will be the date that is six months after the date of the Grantee's separation of service; (b) the date the payment would otherwise occur under this Agreement (to the extent it constitutes a permitted distribution event); or (c) the Grantee's death. References to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, . Although the Company intends to administer this Agreement and the Executive agree to amend this AgreementPlan so that the Performance Units will be exempt from, or take such other actions as the Company and the Executive deem reasonably necessary or appropriatewill comply with, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by Company does not warrant that the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less Performance Units will qualify for favorable than the compensation, benefits and other payments provided tax treatment under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) Section 409A of the Code, if Code or any other provision of the Agreement would cause such compensationfederal, benefits state, local, or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectforeign tax law.

Compliance with Section 409A of the Code. All payments This Agreement shall at all times be administered and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply provisions herein shall be interpreted consistent with the requirements of Code Section 409A and any and all regulations thereunder. If any provision of the Code. Certain payments and benefits payable under this Agreement are intended needs to be exempt from revised to satisfy the requirements of Code Section 409A of the Code. This Agreement 409A, then such provision shall be interpreted modified or restricted to the extent and in accordance the manner necessary to be in compliance with the applicable such requirements of, and exemptions from, Section 409A of the Code and any such modification will attempt to maintain the Treasury Regulations thereundersame economic results as were intended under this Agreement. To Notwithstanding any provision to the extent contrary in this Agreement, if the Executive is deemed by the Company at the time of his Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments and benefits under upon Separation from Service set forth in this Agreement are subject deemed to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any “deferred compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, ,” then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to the Executive prior to the earliest of (i) the expiration of the six-month period measured from the date of his Separation from Service with the Company, (ii) the date of his death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the Codefirst business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to the Treasury Regulations thereunder Executive, and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other remaining payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and due shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision paid as otherwise provided herein. No interest shall otherwise remain in full force and effectbe due on any amounts so deferred.

Compliance with Section 409A of the Code. All The payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable be made under this Agreement are intended to be exempt from 409A. Notwithstanding the requirements foregoing, the Employer makes no representation or warranty and shall have no liability to the Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code and do not satisfy an exemption from, or the conditions of, Section 409A of the Code. This Agreement shall be interpreted in accordance with If the applicable requirements of, and exemptions from, Section 409A Compensation Committee of the Code and Board (the Treasury Regulations thereunder. To the extent the “Committee”) determines that severance payments and benefits due under this Agreement are constitute “deferred compensation” subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered that the Employee is a “specified employee” as defined in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4Section 409A(a)(2)(B)(i) of the Code and 26 C.F.R. Section 1.409A-1(i), then such severance payments shall commence on the Treasury Regulations thereunder If first payroll date of the Company seventh month following the month in which the Employee’s termination occurs (with the first such payment being a lump sum equal to the aggregate severance payments the Employee would have received during the prior six-month period if no such delay had been imposed). For purposes of this Agreement, whether the Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Committee which are incorporated by reference herein. All reimbursements and the Executive determine that any compensation, in-kind benefits or other payments that are payable provided under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, shall be made or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply provided in accordance with the requirements of Section 409A of the Code, Code and the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments regulations to the extent that such provision would cause reimbursements or in-kind benefits are not excepted from Section 409A, including where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a failure shorter period of time specified in the Agreement); (ii) the amount of expenses eligible for reimbursement during the calendar year may not affect the expenses eligible for reimbursement 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 is incurred; and (iv) the right to comply, and such provision shall otherwise remain in full force and effectreimbursement is not subject to set off or liquidation or exchange for any other benefit.

Compliance with Section 409A of the Code. All payments and benefits payable under this This Agreement (including, without limitation, the Section 409A Payments) are is intended to comply with Section 409A of the requirements Internal Revenue Code of 1986, as amended (the “Code”), and will be interpreted in a manner intended to comply with Section 409A of the Code. Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended Notwithstanding anything herein to be exempt from the contrary, (i) if at the time of termination of employment, Executive is a “specified employee”, as determined in accordance with procedures adopted by the Company that reflect the requirements of Section 409A(a)(2)(B)(i) of the Code (and any applicable guidance thereunder), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary to comply with Section 409A of the Code (after giving effect to all relevant exceptions including the exception for amounts qualifying as “short term deferrals”), then the Company shall defer the commencement of payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided) and accumulate such amounts with interest at a reasonable rate until the first day of the seventh month following the termination of the employment (or, if earlier, the date of the Executive’s death) at which time the accumulated amounts with interest shall be paid; and (ii) if any other payments of money or other benefits due to Executive hereunder could result in a violation of Section 409A of the Code. This Agreement , such payments or other benefits shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits deferred if deferral will make such payment or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the Treasury Regulations thereunder and any applicable authority issued extent possible, in a manner, determined by the Internal Revenue ServiceCompany, that does not cause such a violation. To the Company and the Executive agree to amend this Agreementextent any reimbursements, gross-ups, or take such other actions as the Company and the in-kind benefits due to Executive deem reasonably necessary or appropriate, to cause such under this Agreement constitute “deferred compensation, benefits and other payments to comply with the requirements of ” under Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Serviceany such reimbursements, while providing compensationgross-ups, or in-kind benefits and other payments that are, in the aggregate, shall be paid no less favorable later than the compensationlast day of the calendar year next following the calendar year in which the expense was incurred or the tax was paid, benefits as applicable, and other payments provided under this Agreementin a manner consistent with Treas. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3Reg. §§ 1.409A-3(i)(1)(iv) and (4v), as applicable. Any reimbursement (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) of the Code, if any provision of the Agreement would cause such compensation, or in-kind benefits or other payments to fail to so comply, such provision provided during a calendar year shall not be effective and shall be null and void with respect to such compensation, affect the amount of reimbursement or in-kind benefits or in any other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectcalendar year.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Paymentsa) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if Notwithstanding any provision of the Agreement would cause such compensationto the contrary and except as provided by this clause (a), benefits if Employee is a “specified employee” as defined under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended or other payments to fail to so complyany regulations or Treasury guidance promulgated thereunder, such provision Employee shall not be effective entitled to any payments or benefits in the nature of non-qualified deferred compensation within the meaning of Section 409A (“Deferred Compensation”) and Employer shall not pay or provide such Deferred Compensation, upon a separation of his service until the earlier of: (i) the date which is six (6) months after Employee’s separation from service for any reason other than death or “disability” (as defined in Section 409A), or (ii) the date of his death (the “Payment Date”). The provisions of this Section 20(a) shall apply only if necessary to avoid the imposition of taxes and penalties under Section 409A relating to the payment of non-qualified deferred compensation to specified employees upon their separation from service. The determination of whether Section 409A is deemed to apply to the payment of any amounts hereunder shall be made in good faith by Employer after consultation with and advice from its legal or accounting advisors and after consulting with Employee. If this Section 20(a) becomes applicable such that the payment of Deferred Compensation is delayed, any payments that are so delayed shall accrue interest, from the date of a separation of service through the Payment Date, at the “prime rate” as reported in the Wall Street Journal (or such other nationally recognized source if no such rate is then available) on the date of such separation (or the first business day following such date if such separation does not occur on a business day) and shall be null and void with respect to such compensation, benefits or other payments to paid in a lump sum on the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectPayment Date.

Compliance with Section 409A of the Code. All (a) It is the parties’ intent that, to the greatest extent possible, the payments and benefits payable provided under this the Agreement be exempt from the definition of “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (including, without limitationcollectively, the Section 409A Payments“Code”), and the Agreement shall be interpreted accordingly; provided, however, to the extent that any payment or benefit under the Agreement constitutes “non-qualified deferred compensation,” then (i) are the Agreement is intended to comply with Section 409A of the requirements Code, and the Agreement shall be interpreted accordingly, and (ii) in no event shall this Agreement be interpreted to cause a reduction or forfeiture of amounts otherwise due hereunder as a means of avoiding application of, or compliance with, Section 409A of the Code. Certain payments and benefits payable In this regard, each payment under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, treated as a separate payment for purposes of Section 409A of the Code and the Treasury Regulations thereunderExecutive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. To If and to the extent that the payments and benefits under this Agreement are Company determines that any payment or benefit (x) constitutes “non-qualified deferred compensation” subject to Section 409A of the Code, this Agreement shall be interpreted, construed (y) is provided to the Executive at a time that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and administered in a manner that satisfies as determined pursuant to procedures established by the requirements of Sections 409A(a)(2), (3Company) and (4z) must be delayed for six months from the date of termination (or an earlier date) in order to comply with Section 409A(a)(2)(B)(i) of the Code and not cause the Treasury Regulations thereunder If Executive to incur any additional tax under Section 409A of the Code, then the Company and shall delay making any such payment or providing such benefit until the expiration of such six-month period (or, if earlier, the Executive’s death), but only to the extent required to avoid violation of Section 409A(a)(2)(B)(i), it being understood expressly that payments of amounts up to the applicable limitation may be made before the expiration of six months from the date of termination. In no event whatsoever will the Company or any of its respective parents, subsidiaries or affiliates be liable for any additional tax, interest or penalties that may be imposed on the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) Section 409A of the Code do not or any damages for failing to comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under The award covered by this Agreement (includingis intended to be excepted from coverage under, without limitationor compliant with, the provisions of Section 409A Payments) are intended of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder (“Section 409A”). Notwithstanding the foregoing or any provision of this Agreement or the Plan to the contrary, if the award is subject to the provisions of Section 409A (and not excepted therefrom), the provisions of this Agreement and the Plan shall be administered, interpreted and construed in a manner necessary to comply with Section 409A (or disregarded to the requirements extent such provision cannot be so administered, interpreted or construed). If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of Section 409A, Xxxxxxx agrees that the Company may, without the consent of Grantee, modify the Agreement to the extent and in the manner the Company deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that the Company deems appropriate in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of Section 409A or to provide such payments or benefits in a manner that complies with the provisions of Section 409A such that they will not be such to the imposition of taxes and/or interest thereunder. If, at the time of Xxxxxxx’s separation from service (within the meaning of Section 409A of the Code. Certain payments ), (A) Grantee shall be a specified employee (within the meaning of Section 409A of the Code and benefits using the identification methodology selected by the Company from time to time) and (B) the Company shall make a good faith determination that an amount payable under this Agreement are intended to be exempt from hereunder constitutes deferred compensation (within the requirements meaning of Section 409A of the Code. This Agreement shall ) the settlement of which is required to be interpreted delayed pursuant to the six-month delay rule set forth in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject in order to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits avoid taxes or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted penalties under Section 409A of the Code, then the Treasury Regulations thereunder and any applicable authority issued by Company shall not settle such amount on the Internal Revenue Serviceotherwise scheduled settlement date but shall instead settle it, without interest, on the first business day of the month after such six-month period. Notwithstanding the foregoing, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, makes no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void representations and/or warranties with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to complycompliance with Section 409A, and such provision Grantee recognizes and acknowledges that Section 409A could potentially impose upon Grantee certain taxes and/or interest charges for which Participant is and shall otherwise remain in full force and effectsolely responsible.

Compliance with Section 409A of the Code. All payments and benefits payable under The award covered by this Agreement (includingis intended to be excepted from coverage under, without limitationor compliant with, the provisions of Section 409A Payments) are intended of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder (“Section 409A”). Notwithstanding the foregoing or any other provision of this Agreement or the Plan to the contrary, if the award is subject to the provisions of Section 409A (and not exempted therefrom), the provisions of this Agreement and the Plan shall be administered, interpreted and construed in a manner necessary to comply with Section 409A (or disregarded to the requirements extent such provision cannot be so administered, interpreted or construed). If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of Section 409A, Grantee agrees that the Company may, without the consent of Grantee, modify the Agreement to the extent and in the manner the Company deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that the Company deems appropriate in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of Section 409A or to provide such payments or benefits in a manner that complies with the provisions of Section 409A such that they will not be subject to the imposition of taxes and/or interest thereunder. If, at the time of Xxxxxxx’s separation from service (within the meaning of Section 409A of the Code. Certain payments ), (A) Grantee shall be a specified employee (within the meaning of Section 409A of the Code and benefits using the identification methodology selected by the Company from time to time) and (B) the Company shall make a good faith determination that an amount payable under this Agreement are intended to be exempt from hereunder constitutes deferred compensation (within the requirements meaning of Section 409A of the Code. This Agreement shall ) the settlement of which is required to be interpreted delayed pursuant to the six-month delay rule set forth in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject in order to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits avoid taxes or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted penalties under Section 409A of the Code, then the Treasury Regulations thereunder and any applicable authority issued by Company shall not settle such amount on the Internal Revenue Serviceotherwise scheduled settlement date but shall instead settle it, without interest, on the first business day of the month after such six-month period. Notwithstanding the foregoing, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, makes no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void representations and/or warranties with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to complycompliance with Section 409A, and such provision Grantee recognizes and acknowledges that Section 409A could potentially impose upon Grantee certain taxes and/or interest charges for which Grantee is and shall otherwise remain in full force and effectsolely responsible.

Compliance with Section 409A of the Code. All payments and benefits payable under this This Agreement (including, without limitation, the Section 409A Payments) are is intended to comply with Section 409A of the requirements Code and will be interpreted accordingly. References under this Agreement to Executive’s termination of employment shall be deemed to refer to the date upon which Executive has experienced a “separation from service” within the meaning of Section 409A of the Code. Certain Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Companies or any of their affiliates Executive is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Companies will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Companies (or the earliest date as is permitted under Section 409A of the Code), at which point all payments deferred pursuant to this Section 12(i) shall be paid to Executive in a lump sum and (ii) if any other payments of money or other benefits payable due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Holdings Board or the Catalent Board, that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement are intended constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treasury Regulation Section 1.409A-3(i)(1)(iv). For purposes of Section 409A of the Code, each payment made under this Agreement will be exempt from designated as a “separate payment” within the requirements meaning of Section 409A of the Code. This Agreement The Companies shall be interpreted consult with Executive in accordance with good faith regarding the applicable requirements of, and exemptions from, Section 409A implementation of the Code and provisions of this Section 12(i); provided that neither the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject Companies nor any of their respective employees or representatives shall have any liability to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectthereto.

Compliance with Section 409A of the Code. All payments and benefits payable under this This Agreement (including, without limitation, the Section 409A Payments) are is intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent applicable, and will be interpreted accordingly. References under this Agreement to Executive’s termination of employment shall be deemed to refer to the date upon which Executive has experienced a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company and its affiliates Executive is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company and its affiliates (or the earliest date as is permitted under Section 409A of the Code), at which point all payments deferred pursuant to this Section 12(i) shall be paid to Executive in a lump sum and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the Treasury Regulations thereunder and any applicable authority issued application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Internal Revenue ServiceBoard, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits and other payments shall be paid to comply Executive in a manner consistent with the requirements Treasury Regulation Section 1.409A-3(i)(1)(iv). For purposes of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable each payment made under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) will be designated as a “separate payment” within the meaning of Section 409A of the Code, if any provision . The Company shall consult with Executive in good faith regarding the implementation of the Agreement would cause such compensation, benefits provisions of this Section 12(i); provided that neither the Company nor any of its employees or other payments representatives shall have any liability to fail to so comply, such provision shall not be effective and shall be null and void Executive with respect to such compensationthereto, benefits or other payments than due to the extent such provision would cause a Company’s failure to comply, and such provision shall otherwise remain administer any compensation arrangement in full force and effectaccordance with the terms of this Agreement.

Compliance with Section 409A of the Code. All payments and With respect to reimbursements or in-kind benefits payable provided under this Agreement: (a) the Company will not provide for cash in lieu of a right to reimbursement or in-kind benefits to which the Executive has a right under this Agreement, (b) any reimbursement of provision of in-kind benefits made during the Executive’s lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement or in-kind benefits to be provided, in any other taxable year. Each payment, reimbursement or in-kind benefit made pursuant to the provisions of this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements shall be regarded as a separate payment and not one of a series of payments for purposes of Section 409A of the Code. Certain payments and benefits It is intended that any amounts payable under this Agreement are intended to be exempt from and the requirements Company’s and the Executive’s exercise of Section 409A of the Code. This Agreement authority or discretion hereunder shall be interpreted in accordance comply with the applicable requirements of, and exemptions from, provisions of Section 409A of the Code and the Treasury Regulations thereunder. To treasury regulations relating thereto so as not to subject the extent Executive to the payments payment of the additional tax, interest and benefits any tax penalty which may be imposed under this Agreement are subject to Section 409A of the Code, . In furtherance of this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Serviceinterest, to the extent permitted that any provision hereof would result in the Executive being subject to payment of the additional tax, interest and tax penalty under Section 409A of the Code, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A of the Code; and thereafter interpret its provisions in a manner that complies with Section 409A of the Code. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of Treasury Regulations thereunder and any applicable authority issued by or the Internal Revenue Service. Notwithstanding the foregoing, no particular tax result for the Company Executive with respect to any income recognized by the Executive in connection with the Agreement is guaranteed, and the Executive agree to amend this Agreementshall be responsible for any taxes, penalties and interest imposed on him under or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements a result of Section 409A of the Code, Code in connection with the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments and benefits payable to be made upon a termination of employment under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section may only be made upon a ‘separation from service’ under section 409A of the Code. Certain payments For purposes of section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event may the Employee, directly or indirectly, designate the calendar year of payment. To the maximum extent permitted under section 409A of the Code and its corresponding regulations, the cash severance benefits payable under this Agreement are intended to be exempt from meet the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section short-term deferral exemption under section 409A of the Code and the Treasury Regulations thereunder‘separation pay exception’ under Treas. To Reg. §1.409A-1(b)(9)(iii). However, if such severance benefits do not qualify for such exemptions at the extent time of the payments Employee’s termination of employment and benefits under this Agreement therefore are deemed as deferred compensation subject to Section the requirements of section 409A of the Code, then if the Employee is a “specified employee” of a publicly traded corporation under section 409A of the Code on the date of the Employee’s termination of employment, notwithstanding any other provision of this Agreement, payment of severance under this Agreement shall be interpreted, construed and administered delayed for a period of six months from the date of the Employee’s termination of employment if required by section 409A of the Code. The accumulated postponed amount shall be paid in a manner that satisfies lump sum payment within 10 days after the requirements end of Sections 409A(a)(2)the six month period. If the Employee dies during the postponement period prior to payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Employee’s estate within 60 days after the date of the Employee’s death. The determination of whether the Employee is a “specified employee” shall be made by the Compensation Committee (3or its delegate) and (4) in accordance with section 409A of the Code and the Treasury Regulations thereunder If the Company regulations issued thereunder. All reimbursements and the Executive determine that any compensation, in-kind benefits or other payments that are payable provided under this Agreement and intended to comply shall be made or provided in accordance with Sections 409A(a)(2), (3) and (4) the requirements of the Code do not comply with Section section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Serviceincluding, to the extent permitted under Section 409A of the Codewhere applicable, the Treasury Regulations thereunder and requirement that (i) any applicable authority issued by reimbursement shall be for expenses incurred during the Internal Revenue Service, the Company and the Executive agree to amend Employee’s lifetime (or during a shorter period of time specified in this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3ii) the amount of expenses eligible for reimbursement, or in-kind benefits 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 is incurred and (4iv) of the Code, if any provision of the Agreement would cause such compensation, right to reimbursement or in-kind benefits is not subject to liquidation or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectexchange for another benefit.

Compliance with Section 409A of the Code. All payments and benefits payable Anything in this Award Agreement to the contrary notwithstanding, no payment of an Award that constitutes an item of deferred compensation under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and becomes payable by reason of the Treasury Regulations Participant's termination of employment or service with the Company shall be made to the Participant unless the Participant's termination of service constitutes a “separation from service” (within the meaning of Section 409A of the Code and any regulations or other guidance thereunder). In addition, no such payment or distribution shall be made to the Participant prior to the earlier of (a) the expiration of the six-month period measured from the date of the Participant's separation from service or (b) the date of the Participant's death, if the Participant is deemed at the time of such separation from service to be a “specified employee” (within the meaning of Section 409A of the Code and any regulations or other guidance thereunder) and to the extent such delay is otherwise required in order to avoid a prohibited distribution under Section 409A of the Code and any regulations or other guidance thereunder. To All payments which are delayed pursuant to the immediately preceding sentence shall be paid to the Participant in a lump sum upon expiration of such six-month period (or, if earlier, upon the Participant's death). This Agreement and Award granted hereunder shall be interpreted, construed and operated to reflect the intent of the Company that all aspects of the Plan, this Agreement and the Award granted hereunder shall be interpreted either to be exempt from the provisions of Section 409A of the Code or, to the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder Code and any regulations and other applicable authority issued by guidance thereunder. This Agreement may be amended at any time, without the Internal Revenue Serviceconsent of any party, to avoid the application of Section 409A of the Code in a particular circumstance or to the extent permitted that is necessary or desirable to satisfy any of the requirements under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, but the Company and the Executive agree shall not be under any obligation to amend make any such amendment. Nothing in this Agreement, or Agreement shall provide a basis for any person to take such other actions as action against the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of an Affiliate based on matters covered by Section 409A of the Code, including the Treasury Regulations thereunder tax treatment of any Award made under the Plan, and neither the Company nor any Affiliate shall under any circumstances have any liability to the Participant or his or her estate or any other applicable authority issued by the Internal Revenue Serviceparty for any taxes, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided penalties or interest due on amounts paid or payable under this Agreement. In the case of any compensation, benefits including taxes, penalties or other payments that are payable interest imposed under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) Section 409A of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under Notwithstanding any other provision of the Plan or this Agreement (including, without limitationto the contrary, the Section 409A Payments) are intended Plan and this Agreement shall be construed or deemed to be amended as necessary to remain exempt from or comply with the requirements of Section 409A of the Code and to avoid the imposition of any additional or accelerated taxes or other penalties under Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from The Committee, in its sole discretion, shall determine the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with Code applicable to the applicable requirements of, Plan and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2)shall interpret the terms of each consistently therewith. Under no circumstances, (3) and (4) of however, shall the Code do not comply with Section 409A of Company, an Affiliate, or a subsidiary have any liability under the CodePlan or this Agreement for any taxes, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Servicepenalties, or interest due on amounts paid or payable pursuant to the extent permitted Plan and/or this Agreement, including any taxes, penalties, or interest imposed under Section 409A of the Code, . In the Treasury Regulations thereunder and any applicable authority issued event that it is determined by the Internal Revenue ServiceCompany that, as a result of the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of deferred compensation tax rules under Section 409A of the Code, Code (and any related regulations or other pronouncements thereunder) (the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation“Deferred Compensation Tax Rules”), benefits that the Participant is entitled to receive under the terms of this Agreement are deferred compensation subject to the Deferred Compensation Tax Rules, (i) the Participant shall not be considered to have terminated employment for purposes hereof until the Participant would be considered to have incurred a “separation from service” within the meaning of the Deferred Compensation Tax Rules and other payments that are(ii) the Company shall, in lieu of providing such benefit when otherwise due under this Agreement, instead provide such benefit on the first day on which such provision would not result in the Participant incurring any tax liability under the Deferred Compensation Tax Rules; which day, if the Participant is a “specified employee” (within the meaning of the Deferred Compensation Tax Rules), shall, in the aggregateevent the benefit to be provided is due to the Participant’s “separation from service” (within the meaning of the Deferred Compensation Tax Rules) with the Company and its subsidiaries, no less favorable than be the compensation, benefits and other payments first day following the six-month period beginning on the date of such separation from service. Each amount to be paid or benefit to be provided under this Agreement. In Agreement shall be construed as a separately identified payment for purposes of the case of Deferred Compensation Tax Rules, and any compensation, benefits or other payments described in this Agreement that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of due within the Code, if any provision of “short term deferral period” as defined in the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision Deferred Compensation Tax Rules shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effecttreated as deferred compensation unless applicable law requires otherwise.

Compliance with Section 409A of the Code. This Agreement shall be interpreted to avoid any penalty sections under section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments and benefits payable to be made upon a termination of employment under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section may only be made upon a ‘separation from service’ under section 409A of the Code. Certain For purposes of section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event may the Employee, directly or indirectly, designate the calendar year of payment. To the maximum extent permitted under section 409A of the Code and its corresponding regulations, the severance payments and benefits payable under this Agreement are intended to be exempt from meet the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section short-term deferral exemption under section 409A of the Code and the Treasury Regulations thereunder‘separation pay exception’ under Treas. To Reg. §1.409A-1(b)(9)(iii). However, if such severance benefits do not qualify for such exemptions at the extent time of the payments Employee’s termination of employment and benefits under this Agreement therefore are deemed as deferred compensation subject to Section the requirements of section 409A of the Code, then if the Employee is a “specified employee” of a publicly traded corporation under section 409A of the Code on the date of the Employee’s termination of employment, notwithstanding any other provision of this Agreement, payment of severance under this Agreement shall be interpreted, construed and administered delayed for a period of six months from the date of the Employee’s termination of employment if required by section 409A of the Code. The accumulated postponed amount shall be paid in a manner that satisfies lump sum payment within 10 days after the requirements end of Sections 409A(a)(2)the six month period. If the Employee dies during the postponement period prior to payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representatives of the Employee’s estate within 60 days after the date of the Employee’s death. The determination of whether the Employee is a “specified employee” shall be made by the Compensation Committee of the Board (3or its delegate) and (4) in accordance with section 409A of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable regulations issued thereunder. All reimbursements provided under this Agreement and intended to comply shall be made or provided in accordance with Sections 409A(a)(2), (3) and (4) the requirements of the Code do not comply with Section section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Serviceincluding, to the extent permitted under Section 409A of the Codewhere applicable, the Treasury Regulations thereunder and requirement that (i) any applicable authority issued by reimbursement shall be for expenses incurred during the Internal Revenue Service, the Company and the Executive agree to amend Employee’s lifetime (or during a shorter period of time specified in this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement 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 is incurred, and (4iv) of the Code, if any provision of the Agreement would cause such compensation, benefits right to reimbursement is not subject to liquidation or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectexchange for another benefit.”

Compliance with Section 409A of the Code. All payments and benefits payable Awards granted under this Agreement (includingPlan shall be designed and administered in such a manner that they are either exempt from the application of, without limitationor comply with, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations regulations thereunder. To the extent that the payments and benefits Committee determines that any Award granted under this Agreement are the Plan is subject to Section 409A of the Code, this the Award Agreement shall incorporate the terms and conditions necessary to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant. Notwithstanding any other provision of the Plan or any Award Agreement (unless the Award Agreement provides otherwise with respect to this Section): (i) an Award shall not be interpretedgranted, construed and administered deferred, accelerated, extended, paid out, settled, substituted or modified under this Plan in a manner that satisfies would result in the requirements imposition of Sections 409A(a)(2), (3) and (4) an additional tax under Section 409A of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) upon a Participant; and (4ii) if an Award constitutes “deferred compensation” within the meaning of the Code do not comply with Section 409A of the Code, and if the Treasury Regulations thereunder and other applicable authority issued by Participant holding the Internal Revenue Service, to the extent permitted under Award is a “specified employee” (as defined in Section 409A of the Code, with such classification to be determined in accordance with the Treasury Regulations thereunder and any applicable authority issued methodology established by the Internal Revenue ServiceCompany), no distribution or payment of any amount shall be made before a date that is six months following the date of such Participant’s “separation from service” (as defined in Section 409A of the Code) or, if earlier, the date of the Participant’s death. Although the Company and intends to administer the Executive agree to amend this AgreementPlan so that Awards will be exempt from, or take such other actions as the Company and the Executive deem reasonably necessary or appropriatewill comply with, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder Company does not warrant that any Award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or non-United States law. Neither the Company, its Subsidiaries and Affiliates, nor their respective directors, officer, employees or advisers shall be liable to any Participant (or any other applicable authority issued by individual claiming a benefit through the Internal Revenue ServiceParticipant) for any tax, while providing compensationinterest, benefits and other payments that areor penalties the Participant might owe as a result of the grant, in the aggregateholding, no less favorable than the compensationvesting, benefits and other payments provided under this Agreement. In the case exercise, or payment of any compensation, benefits or other payments that are payable Award under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectPlan.

Compliance with Section 409A of the Code. All payments and benefits payable under The award covered by this Agreement (includingis intended to be excepted from coverage under, without limitationor compliant with, the provisions of Section 409A Payments) are intended of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder (“Section 409A”). Notwithstanding the foregoing or any other provision of this Agreement or the Plan to the contrary, if the award is subject to the provisions of Section 409A (and not exempted therefrom), the provisions of this Agreement and the Plan shall be administered, interpreted and construed in a manner necessary to comply with Section 409A (or disregarded to the requirements extent such provision cannot be so administered, interpreted or construed). If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of Section 409A, Grantee agrees that the Company may, without the consent of Grantee, modify the Agreement to the extent and in the manner the Company deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that the Company deems appropriate in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of Section 409A or to provide such payments or benefits in a manner that complies with the provisions of Section 409A such that they will not be subject to the imposition of taxes and/or interest thereunder. If, at the time of Xxxxxxx’s separation from service (within the meaning of Section 409A of the Code. Certain payments ), (A) Grantee shall be a specified employee (within the meaning of Section 409A of the Code and benefits using the identification methodology selected by the Company from time to time) and (B) the Company shall make a good faith determination that an amount payable under this Agreement are intended to be exempt from hereunder constitutes deferred compensation (within the requirements meaning of Section 409A of the Code. This Agreement shall ) the settlement of which is required to be interpreted delayed pursuant to the six-month delay rule set forth in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject in order to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits avoid taxes or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted penalties under Section 409A of the Code, then the Treasury Regulations thereunder and any applicable authority issued by Company shall not settle such amount on the Internal Revenue Serviceotherwise scheduled settlement date but shall instead settle it, without interest, on the first business day of the month after such six-month period. Notwithstanding the foregoing, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, makes no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void representations and/or warranties with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to complycompliance with Section 409A, and such provision Grantee recognizes and acknowledges that Section 409A could potentially impose upon Grantee certain taxes and/or interest charges for which Participant is and shall otherwise remain in full force and effectsolely responsible. 17.

Compliance with Section 409A of the Code. All payments and benefits payable under The award covered by this Agreement (includingis intended to be excepted from coverage under, without limitationor compliant with, the provisions of Section 409A Payments) are intended of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder (“Section 409A”). Notwithstanding the foregoing or any other provision of this Agreement or the Plan to the contrary, if the award is subject to the provisions of Section 409A (and not exempted therefrom), the provisions of this Agreement and the Plan shall be administered, interpreted and construed in a manner necessary to comply with Section 409A (or disregarded to the requirements extent such provision cannot be so administered, interpreted or construed). If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of Section 409A, Grantee agrees that the Company may, without the consent of Grantee, modify the Agreement to the extent and in the manner the Company deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that the Company deems appropriate in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of Section 409A or to provide such payments or benefits in a manner that complies with the provisions of Section 409A such that they will not be subject to the imposition of taxes and/or interest thereunder. If, at the time of Xxxxxxx’s separation from service (within the meaning of Section 409A of the Code. Certain payments ), (A) Grantee shall be a specified employee (within the meaning of Section 409A of the Code and benefits using the identification methodology selected by the Company from time to time) and (B) the Company shall make a good faith determination that an amount payable under this Agreement are intended to be exempt from hereunder constitutes deferred compensation (within the requirements meaning of Section 409A of the Code. This Agreement shall ) the settlement of which is required to be interpreted delayed pursuant to the six-month delay rule set forth in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject in order to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits avoid taxes or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted penalties under Section 409A of the Code, then the Treasury Regulations thereunder and any applicable authority issued by Company shall not settle such amount on the Internal Revenue Serviceotherwise scheduled settlement date but shall instead settle it, without interest, on the first business day of the month after such six-month period. Notwithstanding the foregoing, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, makes no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void representations and/or warranties with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to complycompliance with Section 409A, and such provision Grantee recognizes and acknowledges that Section 409A could potentially impose upon Grantee certain taxes and/or interest charges for which Participant is and shall otherwise remain in full force and effectsolely responsible. 19.

Compliance with Section 409A of the Code. All payments and benefits payable under The Award of RSUs covered by this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are is intended to be exempt excepted from coverage under, or compliant with, the requirements provisions of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunderregulations and other guidance promulgated thereunder (“Section 409A”). To Notwithstanding the extent the payments and benefits under foregoing or any other provision of this Agreement are or the Plan to the contrary, if all or any portion of the Award of RSUs is subject to the provisions of Section 409A (and not exempted therefrom), the provisions of the Code, this Agreement and the Plan shall be interpretedadministered, interpreted and construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended necessary to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, (or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments disregarded to the extent such provision would cause cannot be so administered, interpreted or construed). If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of Section 409A, the Participant agrees that the Company may, without the consent of the Participant, modify the Agreement to the extent and in the manner the Company deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that the Company deems appropriate in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of Section 409A or to provide such payments or benefits in a failure manner that complies with the provisions of Section 409A such that they will not be subject to complythe imposition of taxes and/or interest thereunder. Notwithstanding the foregoing, the Company makes no representations and/or warranties with respect to compliance with Section 409A, and such provision the Participant recognizes and acknowledges that Section 409A could potentially impose upon the Participant certain taxes and/or interest charges for which the Participant is and shall otherwise remain in full force and effectsolely responsible.

Compliance with Section 409A of the Code. All payments and benefits payable This New Agreement will be interpreted to avoid any penalty sanctions under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with of the requirements Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment will be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of Section 409A of the Code. Certain , all payments and benefits payable to be made upon your termination of employment under this New Agreement are intended to may only be exempt made upon a “separation from service” within the requirements meaning of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted such term under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company each payment made under this New Agreement will be treated as a separate payment and the Executive agree right to amend a series of installment payments under this AgreementNew Agreement is to be treated as a right to a series of separate payments. In no event will you, directly or take such other actions as indirectly, designate the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other calendar year of any payments to comply be made to you under this New Agreement. All reimbursements and in-kind benefits provided under this New Agreement will be made or provided in accordance with the requirements of Section 409A, including, where applicable, 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 benefits 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 is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding any provision in this New Agreement to the contrary, if at the time of your separation from service with Safeguard, Safeguard has securities which are publicly traded on an established securities market and you are a “specified employee” (as defined in Section 409A of the Code) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this New Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then Safeguard will postpone the Treasury Regulations thereunder and other applicable authority issued by commencement of the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case payment of any compensation, such payments or benefits hereunder (without any reduction in such payments or other payments benefits ultimately paid or provided to you) that are payable not otherwise paid within the short-term deferral exception under this Agreement Section 409A of the Code and intended to comply with Sections 409A(a)(2), are in excess of the lesser of two times your then-annual compensation or (3ii) and (4the limit on compensation then set forth in Section 401(a)(17) of the Codecode, if any provision until the first payroll date that occurs after the date that is six months following the your “separation from service” with Safeguard (as defined under Section 409A of the Agreement would cause Code). If any payments are postponed due to such compensation, benefits or other payments to fail to so complyrequirements, such provision shall not postponed amounts will be effective and shall be null and void paid in a lump sum to you on the first payroll date that occurs after the date that is six months following your “separation from service” with respect to such compensation, benefits or other payments Safeguard. If you die during the postponement period prior to the extent such provision would cause a failure payment of the postponed amount, the amounts withheld on account of Section 409A of the Code will be paid to complythe personal representative of your estate within 60 days after the date of your death. If this New Agreement sets forth our agreement on the subject matter hereof, kindly sign and such provision shall otherwise remain in full force return to us the enclosed copy of this New Agreement which will then constitute our legally binding agreement. Sincerely, Safeguard Scientifics, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President and effectChief Executive Officer I agree to be bound by the terms and conditions of this New Agreement. /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx EXHIBIT A GENERAL RELEASE AND AGREEMENT This GENERAL RELEASE AND AGREEMENT (hereinafter the “Agreement”) is made and entered into as of this _____ day of _____, 20 _____, by and between Safeguard Scientifics, Inc. (“Safeguard”) and Xxxxx X. Xxxxx (“Employee”).

Compliance with Section 409A of the Code. All payments and benefits payable under To the extent applicable, it is intended that this Agreement (including, without limitation, and the Section 409A Payments) are intended to Plan comply with the requirements provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A (a) (1) of the Code Exhibit 99.1 do not apply to the Grantee. Certain payments This Agreement and benefits payable under the Plan will be administered in a manner consistent with this intent, and any provision that would cause the Agreement are intended or the Plan to be exempt from the requirements of fail to satisfy Section 409A of the Code. This Agreement shall Code will have no force and effect unless and until amended to comply with Section 409A of the Code (which amendment may be interpreted in accordance with retroactive to the applicable requirements of, and exemptions from, extent permitted by Section 409A of the Code and may be made by the Treasury Regulations thereunderCompany without the consent of the Grantee). To In particular, to the extent the payments Grantee has a right to receive payment pursuant to ARTICLE III or ARTICLE IV and benefits the event triggering the right to payment does not constitute a permitted distribution event under this Agreement are subject to Section 409A 409A(a)(2) of the Code, this Agreement shall be interpretedthen notwithstanding anything to the contrary in ARTICLE III, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2)ARTICLE IV or ARTICLE VII above, (3) and (4) issuance of the Code and Common Shares will be made, to the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended extent necessary to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, to the Grantee on the earlier of (a) the Grantee's “separation from service” with the Company (determined in accordance with Section 409A); provided, however, that if the Grantee is a “specified employee” (within the meaning of Section 409A), the Grantee's date of issuance of the Common Shares will be the date that is six months after the date of the Grantee's separation of service; (b) the date the payment would otherwise occur under this Agreement (to the extent it constitutes a permitted distribution event); or (c) the Grantee's death. References to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, . Although the Company intends to administer this Agreement and the Executive agree to amend this AgreementPlan so that the Performance Units will be exempt from, or take such other actions as the Company and the Executive deem reasonably necessary or appropriatewill comply with, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by Company does not warrant that the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less Performance Units will qualify for favorable than the compensation, benefits and other payments provided tax treatment under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) Section 409A of the Code, if Code or any other provision of the Agreement would cause such compensationfederal, benefits state, local, or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectforeign tax law.

Compliance with Section 409A of the Code. All payments and benefits payable This New Agreement will be interpreted to avoid any penalty sanctions under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with of the requirements Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment will be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of Section 409A of the Code. Certain , all payments and benefits payable to be made upon your termination of employment under this New Agreement are intended to may only be exempt made upon a “separation from service” within the requirements meaning of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted such term under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company each payment made under this New Agreement will be treated as a separate payment and the Executive agree right to amend a series of installment payments under this AgreementNew Agreement is to be treated as a right to a series of separate payments. In no event will you, directly or take such other actions as indirectly, designate the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other calendar year of any payments to comply be made to you under this New Agreement. All reimbursements and in-kind benefits provided under this New Agreement will be made or provided in accordance with the requirements of Section 409A, including, where applicable, 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 benefits 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 is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding any provision in this New Agreement to the contrary, if at the time of your separation from service with Safeguard, Safeguard has securities which are publicly traded on an established securities market and you are a “specified employee” (as defined in Section 409A of the Code) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this New Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then Safeguard will postpone the Treasury Regulations thereunder and other applicable authority issued by commencement of the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case payment of any compensation, such payments or benefits hereunder (without any reduction in such payments or other payments benefits ultimately paid or provided to you) that are payable not otherwise paid within the short-term deferral exception under this Agreement Section 409A of the Code and intended to comply with Sections 409A(a)(2), are in excess of the lesser of two times your then-annual compensation or (3ii) and (4the limit on compensation then set forth in Section 401(a)(17) of the Codecode, if any provision until the first payroll date that occurs after the date that is six month following the your “separation from service” with Safeguard (as defined under Section 409A of the Agreement would cause Code). If any payments are postponed due to such compensation, benefits or other payments to fail to so complyrequirements, such provision shall not postponed amounts will be effective and shall be null and void paid in a lump sum to you on the first payroll date that occurs after the date that is six months following your “separation from service” with respect to such compensation, benefits or other payments Safeguard. If you die during the postponement period prior to the extent such provision would cause a failure payment of the postponed amount, the amounts withheld on account of Section 409A of the Code will be paid to complythe personal representative of your estate within 60 days after the date of your death. If this New Agreement sets forth our agreement on the subject matter hereof, kindly sign and such provision shall otherwise remain in full force return to us the enclosed copy of this New Agreement which will then constitute our legally binding agreement. Sincerely, Safeguard Scientifics, Inc. By: /s/ Xxxxx X. Xxxxxx I agree to be bound by the terms and effectconditions of this New Agreement. /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx EXHIBIT A GENERAL RELEASE AND AGREEMENT This GENERAL RELEASE AND AGREEMENT (hereinafter the “Agreement”) is made and entered into as of this _____ day of _____, 20 _____, by and between Safeguard Scientifics, Inc. (“Safeguard”) and Xxxxx X. Xxxxx (“Employee”).

Compliance with Section 409A of the Code. All It is the parties’ intent that the payments and benefits payable provided under this Agreement (including, without limitation, be exempt from the definition of “non-qualified deferred compensation” within the meaning of Section 409A Payments) are intended to comply with of the requirements Code, and the Agreement shall be interpreted accordingly. In this regard each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. Certain payments and benefits payable To the extent that any payment or benefit under this Agreement are constitutes “non-qualified deferred compensation” then this Agreement is intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance comply with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunderAgreement shall be interpreted accordingly. To If and to the extent that any payment or benefit is determined by the payments and benefits under this Agreement are Company (a) to constitute “non-qualified deferred compensation” subject to Section 409A of the Code, this Agreement shall be interpreted, construed (b) such payment or benefit is provided to you and administered in you are a manner that satisfies “specified employee” (within the requirements meaning of Sections 409A(a)(2), (3Section 409A of the Code and as determined pursuant to procedures established by the Company) and (4c) such payment or benefit must be delayed for six months from your date of termination (or an earlier date) in order to comply with Section 409A(a)(2)(B)(i) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that not cause you to incur any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted additional tax under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, then the Company will delay making any such payment or providing such benefit until the expiration of such six month period (or, if earlier, your death, “disability” or a “change in control event”, as such terms are defined in Section 1.409A-3(i)(4) and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A (5) of the Code). In addition, the Treasury Regulations thereunder Xxxxxx X. Xxxxxxxxx, Esq. Amended and other applicable authority issued by the Internal Revenue ServiceRestated Employment Agreement October 30, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments 2009 Page 7 of 8 any expense reimbursements provided under this Agreement, including but not limited to those reimbursements provided pursuant to Sections 4 and 5 of this Agreement, shall be paid to you as soon as practicable, but in any event no later than the end of your taxable year following the taxable year in which you incur such reimbursable expense or remit such reimbursable tax payment, as appropriate. In If the case foregoing correctly sets forth the understanding between you and the Company, please execute and return the enclosed copy of any compensationthis letter. CONMED CORPORATION By: /s/ Xxxxxx X. Xxxxx, benefits or other payments that are payable under this Agreement Esq. Xxxxxx X. Xxxxx, Esq. Vice President – Legal Affairs General Counsel Agreed and intended to comply with Sections 409A(a)(2), (3) and (4) accepted as of the Codedate first above written: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx, if any provision of the Esq. Amended and Restated Employment Agreement would cause such compensationOctober 30, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.2009 Exhibit A Policy Number Carrier Current Estimated Premium 11,390,667 MassMutual $ 14,890 11,086,228 MassMutual $ 12,130

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are The Award is intended to be exempt excepted from coverage under, or compliant with, the requirements provisions of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunderregulations and other guidance promulgated thereunder (“Section 409A”). To Notwithstanding the extent the payments and benefits under foregoing or any other provision of this Agreement are to the contrary, if all or any portion of the Award is subject to the provisions of Section 409A (and not exempted therefrom), the provisions of the Code, this Agreement shall be interpretedadministered, interpreted and construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended necessary to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, (or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments disregarded to the extent such provision would cause cannot be so administered, interpreted or construed). If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of Section 409A, the Recipient agrees that the Company may, without the consent of the Recipient, modify the Agreement to the extent and in the manner the Company deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that the Company deems appropriate in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of Section 409A or to provide such payments or benefits in a failure manner that complies with the provisions of Section 409A such that they will not be subject to complythe imposition of taxes and/or interest thereunder. If, at the time of the Recipient’s separation from service (within the meaning of Section 409A), (A) the Recipient shall be a “specified employee” (within the meaning of Section 409A and using the identification methodology selected by the Company from time-to-time) and (B) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the settlement of which is required to be delayed pursuant to the six (6) month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not settle such amount on the otherwise scheduled settlement date but shall instead settle it, without interest, on the first business day of the month after such six (6) month period. Notwithstanding the foregoing, the Company makes no representations and/or warranties with respect to compliance with Section 409A, and such provision the Recipient recognizes and acknowledges that Section 409A could potentially impose upon the Recipient certain taxes and/or interest charges for which the Recipient is and shall otherwise remain in full force and effectsolely responsible.

Compliance with Section 409A of the Code. All payments and benefits payable under this This Agreement (including, without limitation, the Section 409A Payments) are is intended to comply with Section 409A of the requirements Internal Revenue Code of 1986, as amended (the "Code"), and will be interpreted in a manner intended to comply with Section 409A of the Code. Each payment made under this Agreement shall be designated as a "separate payment" within the meaning of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended Notwithstanding anything herein to be exempt from the contrary, (i) if at the time of termination of employment, Executive is a "specified employee", as determined in accordance with procedures adopted by the Company that reflect the requirements of Section 409A(a)(2)(B)(i) of the Code (and any applicable guidance thereunder), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such term ination of employment is necessary to comply with Section 409A of the Code (after giving effect to all relevant exceptions including the exception for amounts qualifying as "short term deferrals"), then the Company shall defer the commencement of payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided) and accumulate such amounts with interest at a reasonable rate until the first day of the seventh month following the termination of the employment (or, if earlier, the date of the Executive's death) at which time the accumulated amounts with interest shall be paid; and (ii) if any other payments of money or other benefits due to Executive hereunder could result in a violation of Section 409A of the Code. This Agreement , such payments or other benefits shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits deferred if deferral will make such payment or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the Treasury Regulations thereunder and any applicable authority issued extent possible, in a manner, determined by the Internal Revenue ServiceCompany, that does not cause such a violation. To the Company and the Executive agree to amend this Agreementextent any reimbursements, gross-ups, or take such other actions as the Company and the in-kind benefits due to Executive deem reasonably necessary or appropriate, to cause such under this Agreement constitute "deferred compensation, benefits and other payments to comply with the requirements of " under Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Serviceany such reimbursements, while providing compensationgross-ups, or in-kind benefits and other payments that are, in the aggregate, shall be paid no less favorable later than the compensationlast day of the calendar year next following the calendar year in which the expense was incurred or the tax was paid, benefits as applicable, and other payments provided under this Agreementin a manner consistent with Treas. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3Reg. §§ 1.409A-3(i)(1)(iv) and (4v), as applicable. Any reimbursement (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) of the Code, if any provision of the Agreement would cause such compensation, or in-kind benefits or other payments to fail to so comply, such provision provided during a calendar year shall not be effective and shall be null and void with respect to such compensation, affect the amount of reimbursement or in-kind benefits or in any other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectcalendar year.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect. Section 19.

Compliance with Section 409A of the Code. All payments This Award Agreement and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) Performance Shares and Dividend Equivalents granted hereunder are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are shall be administered in a manner that is intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance comply with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereundershall be construed and interpreted in accordance with such intent. To the extent that this Award Agreement or the payments and benefits under this Agreement are payment or settlement or deferral thereof is subject to Section 409A of the Code, this Agreement the Performance Shares and Dividend Equivalents shall be interpretedgranted, construed and administered paid, settled or deferred in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not will comply with Section 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Treasury Regulations thereunder Committee. Any provision of this Award Agreement that would cause the grant of Performance Shares or Dividend Equivalents hereunder or the payment or thereof to fail to satisfy Section 409A of the Code shall be amended to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other applicable authority guidance issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code. All payments to be made upon a termination of employment hereunder may only be made upon the Grantee’s “separation from service” (as defined under Section 409A of the Code). Should any payments made in accordance with this Award Agreement be determined to be subject to Section 409A of the Code, payable in connection with the Treasury Regulations thereunder Grantee’s “separation from service” (as defined under Section 409A of the Code), and any applicable authority issued by not exempt from Section 409A of the Internal Revenue ServiceCode as a short-term deferral or otherwise, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriatethese payments, to cause such compensationthe extent otherwise payable within six (6) months after the Grantee’s date of “separation from service,” will be paid in a lump sum on the earlier of the date that is six (6) months after the Grantee’s date of “separation from service” or the date of the Grantee’s death, benefits and other payments to comply with the requirements extent required by Section 409A of the Code. For purposes of Section 409A of the Code, each payment to be made to the Treasury Regulations thereunder Grantee in accordance with this Award Agreement shall be treated as a separate payment. Should any payments made in accordance with this Award Agreement be determined to be subject to Section 409A of the Code and other applicable authority issued by payment is subject to the Internal Revenue Serviceexecution of a release of claims in favor of the Company and its Affiliates, while providing compensationand if payment with respect to the Performance Shares or Dividend Equivalents that is subject to the execution of the release could be made in more than one taxable year, benefits and other payments that are, payment shall be made in the aggregatelater taxable year, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) if required by Section 409A of the Code. In no event shall a Grantee, if any provision directly or indirectly, designate the calendar year of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectpayment.

Compliance with Section 409A of the Code. All This Agreement is intended to either comply with, or fall within an exemption to, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury regulations relating thereto (“Section 409A”), and shall be interpreted and construed consistently with such intent. To the maximum extent possible, the payments and benefits payable under to the Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code under either the separation pay exemption pursuant to Treasury regulation § 1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation § 1.409A-1(b)(4). In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (including, without limitation“409A Penalties”), the Company and the Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided that such amendment shall not increase or reduce (in the aggregate) the amounts payable to the Executive hereunder. Any taxable reimbursement payable to the Executive pursuant to this Agreement shall be paid to the Executive no later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for taxable reimbursement, or such in-kind benefit provided, during a calendar year shall not affect the amount of such expenses eligible for reimbursement, or such in-kind benefit to be provided, during any other calendar year. The right to such reimbursement or such in-kind benefits pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. If, as of the Date of Termination, the Executive is a “specified employee” (within the meaning of Section 409A Paymentsof the Code), then no payment or benefit that is payable on account of the Executive’s “separation from service” (within the meaning of Section 409A of the Code) are intended shall be made before the date that is six (6) months after the Executive’s “separation from service” (or, if earlier, the date of the Executive’s death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A of the Code and such deferral is required to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A Any payment or benefit delayed by reason of the Code. This Agreement prior sentence shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered paid out or provided in a manner that satisfies single lump sum at the requirements end of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended such required delay period in order to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, catch up to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectoriginal payment schedule.

Compliance with Section 409A of the Code. All payments and benefits payable under this This Agreement (including, without limitation, the Section 409A Payments) are is intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are intended to be exempt from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent applicable, and will be interpreted accordingly. References under this Agreement to Executive’s termination of employment shall be deemed to refer to the date upon which Executive has experienced a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company and its affiliates Executive is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company and its affiliates (or the earliest date as is permitted under Section 409A of the Code), at which point all payments deferred pursuant to this Section 13(i) shall be paid to Executive in a lump sum and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the Treasury Regulations thereunder and any applicable authority issued application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Internal Revenue ServiceBoard, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits and other payments shall be paid to comply Executive in a manner consistent with the requirements Treasury Regulation Section 1.409A-3(i)(1)(iv). For purposes of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable each payment made under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) will be designated as a “separate payment” within the meaning of Section 409A of the Code, if any provision . The Company shall consult with Executive in good faith regarding the implementation of the Agreement would cause such compensation, benefits provisions of this Section 13(i); provided that neither the Company nor any of its employees or other payments representatives shall have any liability to fail to so comply, such provision shall not be effective and shall be null and void Executive with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectthereto.

Compliance with Section 409A of the Code. All payments This Agreement is intended, and benefits payable under this Agreement (includingshall be construed and interpreted, without limitation, the Section 409A Payments) are intended to comply with Section 409A of the requirements Internal Revenue Code ("Code") and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code. For purposes of Section 409A of the Code, each payment of compensation under the Agreement shall be treated as a separate payment of compensation. Certain payments and benefits Any amounts payable under this Agreement are intended to solely on account of an involuntary termination shall be exempt excludible from the requirements of Section 409A of the Code, either as separation pay or as short-term deferrals to the maximum possible extent. This Agreement Any reference to Executive's "termination" or "termination of employment" shall be interpreted in accordance with the applicable requirements of, and exemptions from, mean Executive's "separation from service" as defined by Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If from the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply all entities with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, whom the Company and the Executive agree to amend this Agreement, or take such other actions would be treated as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements a single employer for purposes of Section 409A of the Code, . Any benefits or payments relating to medical insurance that are provided after completion of the Treasury Regulations thereunder and other applicable authority issued by continuation period permitted under COBRA shall be subject to the Internal Revenue Service, while providing compensation, following: (I) the benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other or payments provided under this Agreement. In during any taxable year of Executive shall not affect the case benefits or payments to be provided to Executive in any other taxable year; (2) reimbursement of any compensation, benefits eligible expense must be made on or other payments that are payable under this Agreement before the last day of Executive's taxable year following the taxable year in which the expense was incurred; and intended to comply with Sections 409A(a)(2), (3) the right to such benefits or payments is not subject to liquidation or exchange for another benefit or payment. Nothing herein shall be construed as a guarantee of any particular tax treatment to Executive and (4) the Company shall no liability to Executive with respect to any penalties that might be imposed on Executive by Section 409A of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and With respect to reimbursements or in-kind benefits payable provided under this Agreement: (a) the Company will not provide for cash in lieu of a right to reimbursement or in-kind benefits to which the Executive has a right under this Agreement, (b) any reimbursement or provision of in-kind benefits made during the Executive’s lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each payment, reimbursement or in-kind benefit made pursuant to the provisions of this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements shall be regarded as a separate payment and not one of a series of payments for purposes of Section 409A of the Code. Certain payments and benefits It is intended that any amounts payable under this Agreement are intended to be exempt from and the requirements Company’s and the Executive’s exercise of Section 409A of the Code. This Agreement authority or discretion hereunder shall be interpreted in accordance comply with the applicable requirements of, and exemptions from, provisions of Section 409A of the Code and the Treasury Regulations thereunder. To treasury regulations relating thereto so as not to subject the extent Executive to the payments payment of the additional tax, interest and benefits any tax penalty which may be imposed under this Agreement are subject to Section 409A of the Code. In furtherance of this interest, to the extent that any provision hereof would result in the Executive being subject to payment of the additional tax, interest and tax penalty under Code Section 409A, the parties agree to amend this Agreement shall be interpreted, construed in order to bring this Agreement into compliance with Code Section 409A; and administered thereafter interpret its provisions in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply complies with Section 409A of the Code. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service. Notwithstanding the foregoing, no particular tax result for the Executive with respect to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued income recognized by the Internal Revenue ServiceExecutive in connection with the Agreement is guaranteed, the Company and the Executive agree to amend this Agreementshall be responsible for any taxes, penalties and interest imposed on her under or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements a result of Section 409A of the Code, Code in connection with the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are This Award is intended to comply with be exempt from the requirements application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and will be construed and administered in such a manner and any ambiguities herein shall be interpreted accordingly. Certain payments and benefits payable under this Agreement are intended Notwithstanding the foregoing, if it is determined that the Award fails to be exempt from satisfy the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements ofshort-term deferral rule and is otherwise not exempt from, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are determined to be deferred compensation subject to Section 409A of the Code, this Agreement Award shall comply with Section 409A to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted, construed and administered in a manner interpreted accordingly. Any provision of this Agreement that satisfies would cause the requirements of Sections 409A(a)(2), (3) and (4) payment or settlement thereof to fail to satisfy Section 409A of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended shall be amended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the CodeCode on a timely basis, the Treasury Regulations thereunder which may be made on a retroactive basis, in accordance with regulations and other applicable authority guidance issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, . To the Treasury Regulations thereunder and any applicable authority issued by extent that the Internal Revenue Service, the Company and the Executive agree PRSUs are “deferred compensation” subject to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, then notwithstanding anything contained in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2)the contrary, if the Company determines that as of the date of payment the Participant is a “specified employee” (3) and (4) as such term is defined under Section 409A of the Code), any Shares (or shares of the common stock of the successor company in the event of a Transaction) payable by reason of the Participant’s “separation from service” for purposes of Section 409A of the Code (“Separation from Service”) with the Company (or an Affiliate) for any reason other than death or “disability” (as such term is defined under Section 409A of the Code), if any provision applicable, will not be paid until the date that is six months following the date of Separation from Service (or such earlier time permitted under Section 409A of the Agreement would cause such compensation, benefits Code without the imposition of any accelerated or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to additional taxes under Section 409A of the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectCode).

Compliance with Section 409A of the Code. All payments The Award covered by this Notice and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section 409A of the Code. Certain payments and benefits payable under this Agreement are is intended to be exempt excepted from the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements ofcoverage under, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Codecompliant with, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements provisions of Section 409A of the Code, and the Treasury Regulations thereunder regulations and other applicable authority issued by guidance promulgated thereunder (“409A”). Notwithstanding the Internal Revenue Serviceforegoing or any other provision of this Notice and Agreement or the Plan to the contrary, while providing compensationif the Award is subject to the provisions of 409A (and not exempted therefrom), benefits the provisions of this Notice and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended the Plan shall be administered, interpreted and construed in a manner necessary to comply with Sections 409A(a)(2), 409A (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments disregarded to the extent such provision would cause cannot be so administered, interpreted or construed). If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of 409A, Employee agrees that the Company may, without the consent of Employee, modify this Notice and Agreement to the extent and in the manner the Company deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that the Company deems appropriate in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of 409A or to provide such payments or benefits in a failure manner that complies with the provisions of 409A such that they will not be subject to complythe imposition of taxes and/or interest thereunder. If, at the time of Employee’s separation from service (within the meaning of 409A), (a) Employee shall be a specified employee (within the meaning of 409A and such provision using the identification methodology selected by the Company from time to time) and (b) the Company shall otherwise remain make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of 409A) the settlement of which is required to be delayed pursuant to the six-month delay rule set forth in full force and effect.409A in order to avoid taxes or penalties under 409A, then the Company shall not

Compliance with Section 409A of the Code. All payments and benefits payable under this Agreement (including, without limitation, the Section 409A Payments) are This Award is intended to comply with be exempt from the requirements application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and will be construed and administered in such a manner and any ambiguities herein shall be interpreted accordingly. Certain payments and benefits payable under this Agreement are intended Notwithstanding the foregoing, if it is determined that the Award fails to be exempt from satisfy the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements ofshort-term deferral rule and is otherwise not exempt from, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunderdetermined to be deferred compensation subject 4. To the extent the payments and benefits under this Agreement are subject to Section 409A of the Code, this Agreement Award shall comply with Section 409A to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted, construed and administered in a manner interpreted accordingly. Any provision of this Agreement that satisfies would cause the requirements of Sections 409A(a)(2), (3) and (4) payment or settlement thereof to fail to satisfy Section 409A of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended shall be amended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the CodeCode on a timely basis, the Treasury Regulations thereunder which may be made on a retroactive basis, in accordance with regulations and other applicable authority guidance issued by the Internal Revenue Service, to the extent permitted under Section 409A of the Code, . To the Treasury Regulations thereunder and any applicable authority issued by extent that the Internal Revenue Service, the Company and the Executive agree PRSUs are “deferred compensation” subject to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, then notwithstanding anything contained in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2)the contrary, if the Company determines that as of the date of payment the Participant is a “specified employee” (3) and (4) as such term is defined under Section 409A of the Code), any Shares (or shares of the common stock of the successor company in the event of a Change in Control) payable by reason of the Participant’s “separation from service” for purposes of Section 409A of the Code (“Separation from Service”) with the Company (or an Affiliate) for any reason other than death or “disability” (as such term is defined under Section 409A of the Code), if any provision applicable, will not be paid until the date that is six months following the date of Separation from Service (or such earlier time permitted under Section 409A of the Agreement would cause such compensation, benefits Code without the imposition of any accelerated or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to additional taxes under Section 409A of the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectCode).

Compliance with Section 409A of the Code. All It is intended that all of the payments and benefits payable under this Agreement (includingsatisfy, without limitationto the greatest extent possible, the Section 409A Payments) are intended to comply with exemptions from the requirements application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code. Certain payments ”) provided under Treasury Regulation Sections 1.409A-1(b)(4) and benefits payable under 1.409A-1(b)(9), and this Agreement are intended will be construed to be exempt from the requirements of Section 409A of the Codegreatest extent possible as consistent with those provisions. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under this Agreement are subject to Section 409A of the CodeIf not so exempt, this Agreement shall (and any definitions hereunder) will be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply complies with Section 409A of the Code, and incorporates by reference all required definitions and payment terms. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulations thereunder Regulation Section 1.409A-2(b)(2)(iii)), Your right to receive any installment payments under this Agreement (whether severance payments, expense reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this Agreement will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if You are deemed by ChannelAdvisor at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the severance benefits provided under this Agreement, upon Separation From Service set forth herein and/or under any other applicable authority issued by the Internal Revenue Service, agreement with ChannelAdvisor are deemed to be “deferred compensation,” then to the extent permitted delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued by the Internal Revenue Service, the Company and the Executive agree to amend this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall will not be effective and shall be null and void with respect provided to such compensation, benefits or other payments You prior to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.earliest of (i) the expiration

Compliance with Section 409A of the Code. This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments and benefits payable to be made upon a termination of employment under this Agreement (including, without limitation, may only be made upon a ‘separation from service’ under section 409A of the Section 409A Payments) are intended to comply with the requirements Code or upon death. For purposes of Section section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. Certain payments In no event may the Employee, directly or indirectly, designate the calendar year of payment. To the maximum extent permitted under section 409A of the Code and its corresponding regulations, the cash severance benefits payable under this Agreement are intended to be exempt from meet the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section short-term deferral exemption under section 409A of the Code and the Treasury Regulations thereunder‘separation pay exception’ under Treas. To Reg. §1.409A-1(b)(9)(iii). However, if such severance benefits do not qualify for such exemptions at the extent time of the payments Employee’s termination of employment and benefits under this Agreement therefore are deemed as deferred compensation subject to Section the requirements of section 409A of the Code, then if the Employee is a “specified employee” of a publicly traded corporation under section 409A of the Code on the date of the Employee’s termination of employment, notwithstanding any other provision of this Agreement, payment of severance under this Agreement shall be interpreted, construed and administered delayed for a period of 6 months from the date of the Employee’s termination of employment if required by section 409A of the Code. The accumulated postponed amount shall be paid in a manner that satisfies lump sum payment within 10 days after the requirements end of Sections 409A(a)(2)the 6 month period. If the Employee dies during the postponement period prior to payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Employee’s estate within 60 days after the date of the Employee’s death. The determination of whether the Employee is a “specified employee” shall be made by the Compensation Committee (3or its delegate) and (4) in accordance with section 409A of the Code and the Treasury Regulations thereunder If the Company regulations issued thereunder. All reimbursements and the Executive determine that any compensation, in-kind benefits or other payments that are payable provided under this Agreement and intended to comply shall be made or provided in accordance with Sections 409A(a)(2), (3) and (4) the requirements of the Code do not comply with Section section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Serviceincluding, to the extent permitted under Section 409A of the Codewhere applicable, the Treasury Regulations thereunder and requirement that (i) any applicable authority issued by reimbursement shall be for expenses incurred during the Internal Revenue Service, the Company and the Executive agree to amend Employee’s lifetime (or during a shorter period of time specified in this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3ii) the amount of expenses eligible for reimbursement, or in-kind benefits 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 is incurred and (4iv) of the Code, if any provision of the Agreement would cause such compensation, right to reimbursement or in-kind benefits is not subject to liquidation or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectexchange for another benefit.

Compliance with Section 409A of the Code. All payments and With respect to reimbursements or in-kind benefits payable provided under this Agreement: (a) the Company will not provide for cash in lieu of a right to reimbursement or in-kind benefits to which the Executive has a right under this Agreement, (b) any reimbursement or provision of in-kind benefits made during the Executive’s lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each payment, reimbursement or in-kind benefit made pursuant to the provisions of this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements shall be regarded as a separate payment and not one of a series of payments for purposes of Section 409A of the Code. Certain payments and benefits It is intended that any amounts payable under this Agreement are intended to be exempt from and the requirements Company’s and the Executive’s exercise of Section 409A of the Code. This Agreement authority or discretion hereunder shall be interpreted in accordance comply with the applicable requirements of, and exemptions from, provisions of Section 409A of the Code and the Treasury Regulations thereunder. To treasury regulations relating thereto so as not to subject the extent Executive to the payments payment of the additional tax, interest and benefits any tax penalty which may be imposed under this Agreement are subject to Section 409A of the Code. In furtherance of this interest, to the extent that any provision hereof would result in the Executive being subject to payment of the additional tax, interest and tax penalty under Code Section 409A, the parties agree to amend this Agreement shall be interpreted, construed in order to bring this Agreement into compliance with Code Section 409A; and administered thereafter interpret its provisions in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations thereunder If the Company and the Executive determine that any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply complies with Section 409A of the Code. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of Treasury Regulations thereunder and other applicable authority issued by or the Internal Revenue Service. Notwithstanding the foregoing, no particular tax result for the Executive with respect to the extent permitted under Section 409A of the Code, the Treasury Regulations thereunder and any applicable authority issued income recognized by the Internal Revenue ServiceExecutive in connection with the Agreement is guaranteed, the Company and the Executive agree to amend this Agreementshall be responsible for any taxes, penalties and interest imposed on him under or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements a result of Section 409A of the Code, Code in connection with the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effect.

Compliance with Section 409A of the Code. This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments and benefits payable to be made upon a termination of employment under this Agreement (including, without limitation, the Section 409A Payments) are intended to comply with the requirements of Section may only be made upon a ‘separation from service’ under section 409A of the Code. Certain payments For purposes of section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event may the Employee, directly or indirectly, designate the calendar year of payment. To the maximum extent permitted under section 409A of the Code and its corresponding regulations, the cash severance benefits payable under this Agreement are intended to be exempt from meet the requirements of Section 409A of the Code. This Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section short-term deferral exemption under section 409A of the Code and the Treasury Regulations thereunder‘separation pay exception’ under Treas. To Reg. §1.409A-1(b)(9)(iii). However, if such severance benefits do not qualify for such exemptions at the extent time of the payments Employee’s termination of employment and benefits under this Agreement are therefore constitute deferred compensation subject to Section the requirements of section 409A of the Code, then if the Employee is a “specified employee” of a publicly traded corporation under section 409A of the Code on the date of the Employee’s termination of employment, notwithstanding any other provision of this Agreement, payment of severance under this Agreement shall be interpreted, construed and administered delayed for a period of six months from the date of the Employee’s termination of employment if required by section 409A of the Code. The accumulated postponed amount shall be paid in a manner that satisfies lump sum payment within 10 days after the requirements end of Sections 409A(a)(2)the six month period. If the Employee dies during the postponement period prior to payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Employee’s estate within 60 days after the date of the Employee’s death. The determination of whether the Employee is a “specified employee” shall be made by the Compensation Committee (3or its delegate) and (4) in accordance with section 409A of the Code and the Treasury Regulations thereunder If the Company regulations issued thereunder. All reimbursements and the Executive determine that any compensation, in-kind benefits or other payments that are payable provided under this Agreement and intended to comply shall be made or provided in accordance with Sections 409A(a)(2), (3) and (4) the requirements of the Code do not comply with Section section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Serviceincluding, to the extent permitted under Section 409A of the Codewhere applicable, the Treasury Regulations thereunder and requirement that (i) any applicable authority issued by reimbursement shall be for expenses incurred during the Internal Revenue Service, the Company and the Executive agree to amend Employee’s lifetime (or during a shorter period of time specified in this Agreement, or take such other actions as the Company and the Executive deem reasonably necessary or appropriate, to cause such compensation, benefits and other payments to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder and other applicable authority issued by the Internal Revenue Service, while providing compensation, benefits and other payments that are, in the aggregate, no less favorable than the compensation, benefits and other payments provided under this Agreement. In the case of any compensation, benefits or other payments that are payable under this Agreement and intended to comply with Sections 409A(a)(2), (3ii) the amount of expenses eligible for reimbursement, or in-kind benefits 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 is incurred and (4iv) of the Code, if any provision of the Agreement would cause such compensation, right to reimbursement or in-kind benefits is not subject to liquidation or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments to the extent such provision would cause a failure to comply, and such provision shall otherwise remain in full force and effectexchange for another benefit.