Common use of Compliance with Section 409A Clause in Contracts

Compliance with Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Any payments or benefits provided under this Agreement is intended to comply with that constitute “deferred compensation” within the requirements meaning of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (including the exceptions thereto), to the extent applicable, and collectively “Section 409A”) shall be interpreted and administered accordingly. If any provision contained not commence in this Agreement conflicts connection with the requirements Employee’s termination of Section 409A of employment unless the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs Employee has also incurred a “separation from service,” as such term is defined in Treasury Regulation Section 409A 1.409A-1(h) (without regard to any permissible alternative definition thereunder) (“Separation from Service”). It is intended that each installment of the Code, payments and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses benefits provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during is a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a separate “separation from servicepayment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the rules avoidance of doubt, it is intended that payments of the amounts set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from serviceTreasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and Executive is determined to be 1.409A-1(b)(9). However, if the Employer determines that the payments and benefits provided under this Agreement constitute “deferred compensation” under Section 409A and the Employee is, on the date of the Employee’s Separation from Service, a “specified employee” (of the Employer or any successor entity thereto, as determined under Treas. Reg. § 1.409A-1(i))such term is defined in Section 409A(a)(2)(B)(i) of the Code, such payment shallthen, solely to the extent necessary to comply with avoid the requirements of Section 409A incurrence of the Codeadverse personal tax consequences under Section 409A, the timing of any such payments or benefits shall be made delayed as follows: on the later earlier to occur of (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six (6) months and one (1) day after the Employee’s Separation from Service or (ii) the date of Executivethe Employee’s separation from service death (or, if earliersuch earlier date, the date “Delayed Initial Payment Date”), the Employer shall (A) pay to the Employee a lump sum amount equal to the sum of Executive’s death). Any installment the payments that are the Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the payments had not been so delayed pursuant to this Section 9.2 and (B) commence paying the provisions of this section shall be accumulated and paid in a lump sum on the first day balance of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided applicable payment schedules set forth in this Agreement. To If the extent permitted by Employer determines that any payments or benefits provided under this Agreement constitute “deferred compensation” under Section 409A409A and the Release could become effective in the calendar year following the calendar year in which the Employee’s Separation from Service occurs, each payment hereunder shall the Release will not be deemed to be a separate payment effective any earlier than the Release Deadline for purposes of Section 409A determining the timing of the Codepayment of any such payments or benefits.

Compliance with Section 409A. This Agreement It is intended that the Severance Benefits set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (including the exceptions thereto“Code”) (Section 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any of the Severance Benefits constitute “deferred compensation” under Section 409A and you are, on the date of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of adverse personal tax consequences under Section 409A, the timing of such Severance Benefits shall be delayed until the earliest of: (i) the date that is six (6) months and one (1) day after your Separation from Service date, (ii) the date of your death, or (iii) such earlier date as permitted under Section 409A 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, all payments or benefits deferred pursuant to this section shall be paid in a lump sum or provided in full by the Company (or the exemptions intended to apply under this Agreementsuccessor entity thereto, as applicable), this Agreement and any remaining payments due shall be deemed to paid as otherwise provided herein. No interest shall be reformed to comply with due on any amounts so deferred. If any of the requirements Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance Benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the Code (or applicable exemptions thereto)extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under extent required to comply with Section 5 hereof409A, (a) Executive’s a termination of employment shall not be deemed to have terminated 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 and until Executive incurs such termination is also a “separation from service” as defined in within the meaning of Section 409A of the Code, and (b) the effective date of any termination 409A. With respect to reimbursements or resignation of employment in-kind benefits provided to you hereunder (or any similar termotherwise) that are not exempt from Section 409A, the following rules shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall apply: (i) the amount of expenses eligible for reimbursement hereunder reimbursement, or in-kind benefits provided, during a any one of your taxable year years shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefit to be provided in any other taxable year or year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything If the Company’s ability to the contrary herein, if choose between a lump sum severance payment or benefit a series of severance payments could subject you to adverse taxation under this Agreement is due to a “separation from service” for purposes Section 409A, then such severance payments shall be paid in installments in the case of the rules payments under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)Section 8(a)(1), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on in the first day case of the seventh month following Executive’s separation from service (orpayments under Section 8(b)(1); provided, however, that if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date this difference in accordance with the schedule provided in this Agreement. To the extent permitted by default treatment would subject you to adverse taxation under Section 409A, each payment hereunder then such severance payments shall be deemed to be made in a separate payment for purposes lump sum in the case of payments under Section 409A of the Code8(a)(1) or 8(b)(1).

Compliance with Section 409A. This It is intended that each installment of the payments and benefits provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code “Code”) (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (btogether, with any state law of similar effect, “Section 409A”) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurredunder Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit1.409A-1(b)(9). Notwithstanding anything to the contrary hereinHowever, if a payment or benefit the Company (or, if applicable, the successor entity thereto) determines that the severance payments and benefits provided under this Agreement is due to a (the “separation from serviceAgreement Payments”) constitute “deferred compensation” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Section 409A and Executive is determined to be is, on the Termination Date, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements of Section 409A incurrence of the Codeadverse personal tax consequences under Section 409A, the timing of the Agreement Payments shall be made delayed as follows: on the later earlier to occur of (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six months and one day after Executive’s “separation from service” (6as defined above) months after or (ii) the date of Executive’s separation from service death (or, if earliersuch earlier date, the date “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of Executive’s death). Any installment payments the Agreement Payments that are Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been so delayed pursuant to this Section 2(b) and (B) commence paying the provisions of this section shall be accumulated and paid in a lump sum on the first day balance of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date Agreement Payments in accordance with the schedule provided applicable payment schedules set forth in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement It is intended that the Severance set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (including the exceptions thereto“Code”) (Section 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A of the Code (or the exemptions intended to apply under this Agreement)including, this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinwithout limitation, for purposes of determining Executive’s entitlement Treasury Regulations 1.409A-2(b)(2)(iii)), your right to the Severance Benefits receive any installment payments under Section 5 hereofthis Agreement (whether severance payments, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination reimbursements or resignation of employment (or any similar termotherwise) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (treated as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be subject to liquidation or exchange for another benefitconsidered a separate and distinct payment. Notwithstanding anything any provision to the contrary hereinin this Agreement, if a payment or benefit the Company (or, if applicable, the successor entity thereto) determines that the Severance constitutes “deferred compensation” under this Agreement is due to a “separation Section 409A and you are, on the date of your Separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements incurrence of adverse personal tax consequences under Section 409A 409A, the timing of the Code, Severance shall be made on delayed until the later of earliest of: (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six (6) months and one (1) day after your Separation from Service date, (ii) the date of Executive’s separation from service your death, or (oriii) such earlier date as permitted under Section 409A 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, if earlier, the date of Executive’s death). Any installment all payments that are delayed or benefits deferred pursuant to the provisions of this section Section 16 shall be accumulated and paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the first day Severance benefits are not covered by one or more exemptions from the application of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) Section 409A and the remaining installment payments shall begin on such date Release could become effective in accordance the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance benefits are intended to qualify for an exemption from application of Section 409A or comply with the schedule provided in this Agreement. To its requirements to the extent permitted by necessary to avoid adverse personal tax consequences under Section 409A, each payment hereunder and any ambiguities herein shall be deemed to be a separate payment for purposes of Section 409A of the Codeinterpreted accordingly.

Compliance with Section 409A. This Agreement is intended to comply with the requirements of Section section 409A of the Code (including the exceptions thereto)and its corresponding regulations, or an exemption, and payments may only be made under this Agreement upon an event and in a manner permitted by section 409A, to the extent applicable, and shall . Severance benefits under the Agreement are intended to be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section exempt from section 409A of the Code (or under the exemptions intended “short-term deferral” exception, to apply the maximum extent applicable, and then under this Agreement)the “separation pay” exception, this Agreement shall be deemed to be reformed to comply with the requirements maximum extent applicable. For purposes of Section section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything Code, all payments to the contrary herein, for purposes be made upon a termination of determining Executive’s entitlement to the Severance Benefits employment under Section 5 hereof, (a) Executive’s employment shall not this Agreement may only be deemed to have terminated unless and until Executive incurs made upon a “separation from service” as defined in Section within the meaning of such term under section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) each payment made under this Agreement shall be treated as a separate payment and the effective date right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. In no event shall the Executive’s separation from service, directly or indirectly, designate the calendar year of payment. Reimbursement of any expenses All reimbursements and in-kind benefits provided for in under this Agreement shall be made or provided in accordance with the Company’s policies (as requirements of section 409A of the Code, including, where applicable) with respect thereto as in effect from time to time (but in no event later than , the end of calendar year following the year such expenses were incurred) and in no event shall requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement hereunder reimbursement, or in-kind benefits provided, during a taxable calendar year may not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other taxable calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year or following the year in which the expense is incurred, and (iiiv) the right to reimbursement be or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement is intended to comply with the requirements of Section 409A 409A. Accordingly, all provisions herein shall be construed and interpreted to comply with Section 409A. This Agreement may be amended at any time, without the consent of the Code (including the exceptions thereto)any party, to avoid the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements application of Section 409A in a particular circumstance or that is necessary or desirable to satisfy any of the Code (requirements under Section 409A, but the Company shall not be under any obligation to make any such amendment. Nothing in the Agreement shall provide a basis for any person to take action against the Company or any of its subsidiaries or affiliate based on matters covered by Section 409A, including the exemptions intended to apply tax treatment of any amount paid or Performance Unit Award granted under this Agreement), and neither the Company nor any of its subsidiaries or affiliates shall under any circumstances have any liability to any participant or his or her estate or any other party for any taxes, penalties or interest due on amounts paid or payable under the this Agreement shall be deemed to be reformed to comply with the requirements of Agreement, including taxes, penalties or interest imposed under Section 409A of the Code (or applicable exemptions thereto). 409A. Notwithstanding anything any provision to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary hereinAgreement, if a payment shares of Common Stock or benefit other amounts become issuable or distributable under this Agreement is due to a “separation from service” for purposes by reason of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation Participant’s Separation from service) Service and Executive the Participant is determined to be a “specified employee,” (as determined under Treas. Reg. § 1.409A-1(i))within the meaning of Section 409A, at the time of such payment shallSeparation from Service, the shares of Common Stock shall not be issued or distributed to the extent necessary Participant prior to comply with the requirements of Section 409A of the Code, be made on the later earlier of (xi) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh (7th) month following Executivethe date of the Participant’s Separation from Service or (ii) the date of the Participant’s death, if such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2). Upon the expiration of the applicable Section 409A(a)(2) deferral period, all shares of Common Stock underlying the Performance Unit Award issued pursuant to this Agreement or other amounts deferred pursuant to this Section 12 shall be issued or distributed in a lump sum to the Participant. For purposes of this Agreement, “Separation from Service” means the Participant’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date as determined in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A and the applicable standards of the CodeTreasury Regulations issued thereunder.

Compliance with Section 409A. This The parties to this Agreement is intended intend that the Agreement complies with Section 409A of the Code, where applicable, and this Agreement will be interpreted in a manner consistent with that intention. Notwithstanding any other provisions of this Agreement to comply the contrary, and solely to the extent necessary for compliance with Section 409A of the requirements Code, if as of the date of Executive’s “separation from service” (within the meaning of Section 409A of the Code and the applicable regulations) from the Company, (i) Executive is deemed to be a “specified employee” (within the meaning of Section 409A of the Code), and (ii) the Company or any member of a controlled group including the Company is publicly traded on an established securities market or otherwise, no payment or other distribution required to be made to Executive hereunder (including any payment of cash, any transfer of property and any provision of taxable benefits) solely as a result of Executive’s separation from service will be made earlier than the exceptions theretofirst day of the seventh month following the date on which the Executive separates from service with the Company, or if earlier within thirty (30) days of the Executive’s date of death following the date of such separation. Notwithstanding the foregoing, this provision will not apply to (a) all payments on separation from service that satisfy the short-term deferral rule of Treas. Reg. §1.409A-1(b)(4), (b) to the extent applicableportion of the payments on separation from service that satisfy the requirements for separation pay due to an involuntary separation from service under Treas. Reg. §1.409A-1(b)(9)(iii), and shall (c) to any payments that are otherwise exempt from the six month delay requirement of the Treasury Regulations under Code Section 409A. Notwithstanding anything to the contrary herein, a termination of employment will not be interpreted and administered accordingly. If deemed to have occurred for purposes of any provision contained in of this Agreement conflicts with providing for the requirements payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code (or the exemptions intended to apply under and, for purposes of any such provision of this Agreement), this Agreement shall be deemed references to be reformed to comply with the requirements a “resignation,” “termination,” “termination of employment,” or like terms will mean a separation from service. For purposes of Section 409A of the Code (or applicable exemptions thereto)Code, each payment made under this Agreement will be designated as a “separate payment” within the meaning of the Section 409A of the Code. Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement except to the Severance Benefits under Section 5 hereofextent any expense, (a) Executive’s employment shall reimbursement or in-kind benefit provided pursuant to this Agreement does not be deemed to have terminated unless and until Executive incurs constitute a “separation from servicedeferral of compensation” as defined in within the meaning of Section 409A of the Code, and : (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (ix) the amount of expenses eligible for reimbursement hereunder or in-kind benefits provided to Executive during a taxable any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other taxable calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed will be made on or before the last day of the calendar year or following the calendar year in which the applicable expense is incurred, and (iiz) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeany other benefit.

Compliance with Section 409A. This Agreement is intended to either comply with with, or fall within an exemption to, the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicableCode, and shall be interpreted and administered accordinglyconstrued consistently with such intent. If any provision contained in To the maximum extent possible, the payments to the Executive pursuant to this Agreement conflicts with are also intended to be exempt from Section 409A of the requirements 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 (or the exemptions intended to apply under this Agreement“409A Penalties”), the Company and 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 deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything paid to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end last day of the calendar year following the calendar year such expenses were incurred) and in no event shall (i) which the Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement hereunder taxable reimbursement, or such in-kind benefit provided, during a taxable calendar year shall not affect the amount of such expenses eligible for reimbursement in reimbursement, or such in-kind benefit to be provided, during any other taxable year or (ii) the 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 another any other benefit. Notwithstanding anything 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 contrary hereinDate of Termination, if the Executive is a “specified employee”, then no payment or benefit under this Agreement that is due to a payable on account of the Executive’s “separation from service”, as that term is defined for purposes of Section 409A of the Code, shall be made before the date that is six (6) months after the Executive’s “separation from service” for purposes (or, if earlier, the date of the rules under Treas. Reg. § 1.409A-3(i)(2Executive’s death) (payments to specified employees upon a separation from service) if and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary 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, . Any payment or benefit delayed by reason of the prior sentence shall be made on paid out or provided in a single lump sum at the later end of (x) such required delay period in order to catch up to the date specified by the foregoing provisions original payment schedule. For purposes of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlierprovision, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section Executive shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed considered to be a separate payment for purposes “specified employee” if, at the time of his “separation from service”, the Executive is a “key employee”, within the meaning of Section 409A 416(i) of the Code, of the Company (or any person or entity with whom the Company would be considered a single employer under Section 414(b) or Section 414(c) of the Code) any stock of which is publicly traded on an established securities market or otherwise.

Compliance with Section 409A. This Agreement is intended to comply with To the requirements of Section 409A of maximum extent permissible by applicable law, the Code (including the exceptions thereto), to the extent applicable, payments and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply benefits payable under this Agreement), this Agreement shall be deemed interpreted to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation exempt from service” as defined in Section 409A of the Code, including, without limitation, the exemptions pursuant to Treasury Regulation Sections 1.409A-1(b)(4) and (b) 1.409A-1(b)(9). To the effective date extent the payments and benefits under this Agreement are subject to Section 409A of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in Code, this Agreement shall be made interpreted, construed and administered in accordance with a manner that satisfies the Company’s policies requirements of Sections 409A(a)(2), (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred3) and in no event shall (i4) of the amount of expenses eligible for reimbursement hereunder during a taxable year affect Code and the expenses eligible for reimbursement in Treasury Regulations thereunder. If the Company and Executive determine that any compensation, benefits or other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit payments that are payable under this Agreement is due and intended to a “separation from service” for purposes comply with Sections 409A(a)(2), (3) and (4) of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Code do not comply with Section 409A of the Code, the Company and Executive is determined agree to be a “specified employee” (amend this Agreement, or take such other actions as determined under Treas. Reg. § 1.409A-1(i))the Company and OC\1608076.7 Executive deem reasonably necessary or appropriate, such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on while preserving the later economic agreement of (x) the date specified by parties. In the foregoing provisions case of this Agreement any compensation, benefits or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment other payments that are delayed pursuant payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the provisions Code, if any provision of this section the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be accumulated null and paid void with respect to such compensation, benefits or other payments, and such provision shall otherwise remain in a lump sum on the first day of the seventh month following full force and effect. The Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining right to receive installment payments of any severance payments or benefits under this Agreement shall begin on such date in accordance with the schedule provided in this Agreementbe treated as a right to receive a series of separate payments, and accordingly, each installment payment shall at all times be considered a separate and distinct payment. To the extent permitted by Section 409A, each payment hereunder shall be deemed any reimbursement of expenses under this Agreement is subject to be a separate payment for purposes of Section 409A of the Code, the reimbursements shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses.

Compliance with Section 409A. This Payments and benefits under this Agreement is are intended to be exempt from Section 409A to the maximum possible extent and, to the extent not exempt, are intended to comply with the requirements of Section 409A 409A. The provisions of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed construed in a manner consistent with such intent. With respect to be reformed to comply with any “deferred compensation” within the requirements meaning of Section 409A that is payable or commences to be payable under this Agreement solely by reason of the Code (Employee’s termination of employment, such amount shall be payable or applicable exemptions thereto). Notwithstanding anything commence to the contrary hereinbe payable as soon as, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereofand no later than, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs Employee experiences a “separation from service” as defined in Section 409A 409A, subject to Section 11 of the CodeAgreement and subject to the six-month delay described below, if applicable. In addition, nothing in the Agreement shall require Company to, and (b) Company shall not, accelerate the effective date payment of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a that constitutes “separation from servicedeferred compensation” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, except to the extent necessary to comply with permitted under Section 409A. If Employee is a “Specified Employee” within the requirements meaning of Section 409A at the time his employment terminates and any amount payable to Employee by virtue of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s his separation from service (orconstitutes “deferred compensation” within the meaning of Section 409A, if earlier, any such amounts that otherwise would be payable during the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section first six months following separation from service shall be delayed and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month following Executive’s separation month. Amounts exempt from service (orSection 409A shall not be so delayed. The Severance and Severance Benefits described in Section 4.4.1 of the Agreement are intended to, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed construed to, fit within the short-term deferral and separation pay exceptions to Section 409A to the maximum permissible extent and each installment thereof shall be treated as a separate payment for purposes such purposes. Any reimbursements or in-kind benefits provided to Employee shall be administered in accordance with Section 409A, such that: (a) the amount of Section 409A expenses eligible for reimbursement, or in-kind benefits provided, during one year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses shall be made on or before December 31 of the Codeyear following the year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or to exchange for another benefit.

Compliance with Section 409A. This The parties intend that the payments and benefits contemplated in this Agreement is intended to comply with the requirements of either be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and other guidance promulgated thereunder (including collectively, “Section 409A”), or be provided in a manner that complies with Section 409A, and any ambiguity herein shall be interpreted so as to be consistent with the exceptions thereto)intent of this Section 6. Notwithstanding anything herein to the contrary, all payments and benefits which are payable hereunder upon Executive’s termination of employment shall be paid or provided only upon a termination of employment that constitutes a “Separation from Service” from the Company within the meaning of Section 409A. In furtherance of this Section 6, and notwithstanding anything herein to the contrary, to the extent applicable, and shall any in-kind benefit or reimbursement to be interpreted and administered accordingly. If any provision contained in paid or provided under this Agreement conflicts with constitutes a “deferral of compensation” within the requirements meaning of Section 409A of the Code (or the exemptions intended to apply under this Agreement)409A, this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall then (i) the amount of expenses eligible for reimbursement hereunder or the provision of any in-kind benefit (within the meaning of Section 409A) to Executive during a taxable any calendar year shall not affect the amount of expenses eligible for reimbursement or provided as in-kind benefits to Executive in any other taxable calendar year or (subject to any lifetime and other annual limits provided under the Company’s group health plans); (ii) any reimbursements for expenses incurred by Executive shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; (iii) Executive shall not be entitled to any in-kind benefits or reimbursement for any expenses incurred subsequent to the end of the second calendar year following the calendar year in which Executive incurs a termination of employment; and (iv) the right to any such reimbursement or in-kind benefit may not be subject to liquidation liquidated or exchange exchanged for another any other benefit. Notwithstanding anything to the contrary herein, if a Any installment payment or benefit of post-employment benefits under this Agreement is due to shall be regarded as a separate “separation from servicepayment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i). Notwithstanding anything in this Agreement to the rules contrary, if any amount or benefit would constitute compensation subject to penalty taxation under Section 409A and such amount becomes payable or distributable by reason of Executive’s Separation from Service during a period in which Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)Section 1.409A-3(j), (i) the timing of such payment shall, to amounts or payments shall be delayed until the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later earlier of (x) the date specified by the foregoing provisions of this Agreement or (ya) the date that is six (6) months and one (1) day after Executive’s Separation from Service and (b) the date of Executive’s separation from service death (such applicable date, the “Delayed Initial Payment Date”), and (ii) the Company shall (a) pay Executive a lump sum amount equal to the sum of the benefit payments that Executive would otherwise have received through the Delayed Initial Payment Date (or, if earlierwith respect to death, the earliest administratively practicable date provided that payment complies with the timing requirements of Executive’s death). Any installment payments that are Section 409A) if the commencement of the payment of the benefits had not been delayed pursuant to this paragraph) and (b) commence paying the provisions of this section shall be accumulated and paid in a lump sum on the first day balance, if any, of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date benefits in accordance with the schedule provided in this Agreementapplicable payment schedule. To In no event may Executive, directly or indirectly, designate the extent permitted by Section 409Acalendar year of payment. If the period after the Termination Date during which the Release must become effective spans two calendar years, each payment hereunder shall any payments or benefits conditioned on the Release will not be deemed made or commence to be a separate payment for purposes of Section 409A of made until the Codesecond calendar year.

Compliance with Section 409A. Both WM and Employee intend that this Agreement not result in unfavorable tax consequences to Employee under Section 409A. Accordingly, Employee consents to any amendment of this Agreement WM may reasonably make consistent to achieve that intention and WM may, disregarding any other provision in this Agreement to the contrary, unilaterally execute such amendment to this Agreement. WM shall promptly provide, or make available to, Employee a copy of any such amendment. WM agrees to make any such amendments to preserve the intended benefits to the Employee to the maximum extent possible. This paragraph does not create an obligation on the part of WM to modify this Agreement and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Section 409A. Each cash and/or stock payment and/or benefit provided under the Plan and this Agreement and/or pursuant to the terms of WM’s benefit plans, programs and policies shall be considered a separate payment for purposes of Section 409A. Notwithstanding the foregoing, it is intended that Stock Option Awards not be subject to comply with Section 409A. For purposes of Section 409A, to the requirements extent that Employee is a “specified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A as of Employee’s separation from service and to the limited extent necessary to avoid the imputation of any tax, penalty or interest pursuant to Section 409A, notwithstanding anything to the contrary in this Agreement, no amount which is subject to Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements is payable on account of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of ExecutiveEmployee’s separation from service shall be paid to Employee before the date (the “Delayed Payment Date”) which is the first day of the seventh month after the Employee’s separation from service or, if earlier, the date of Executivethe Employee’s death)death following such separation from service. Any installment payments All such amounts that are delayed pursuant would, but for the immediately preceding sentence, become payable prior to the provisions of this section shall Delayed Payment Date will be accumulated and paid in a lump sum without interest on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the CodeDelayed Payment Date.

Compliance with Section 409A. This Agreement is intended to comply with To the requirements of Section 409A of maximum extent permissible by applicable law, the Code (including the exceptions thereto), to the extent applicable, payments and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply benefits payable under this Agreement), this Agreement shall be deemed interpreted to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation exempt from service” as defined in Section 409A of the Code, including, without limitation, the exemptions pursuant to Treasury Regulation Sections 1.409A-1(b)(4) and (b) 1.409A-1(b)(9). To the effective date extent the payments and benefits under this Agreement are subject to Section 409A of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in Code, this Agreement shall be made interpreted, construed and administered in accordance with a manner that satisfies the Company’s policies requirements of Sections 409A(a)(2), (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred3) and in no event shall (i4) of the amount of expenses eligible for reimbursement hereunder during a taxable year affect Code and the expenses eligible for reimbursement in Treasury Regulations thereunder. If the Company and Executive determine that any compensation, benefits or other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit payments that are payable under this Agreement is due and intended to a “separation from service” for purposes comply with Sections 409A(a)(2), (3) and (4) of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Code do not comply with Section 409A of the Code, the Company and Executive is determined agree to be a “specified employee” (amend this Agreement, or take such other actions as determined under Treas. Reg. § 1.409A-1(i))the Company and Executive deem reasonably necessary or appropriate, such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on while preserving the later economic agreement of (x) the date specified by parties. In the foregoing provisions case of this Agreement any compensation, benefits or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment other payments that are delayed pursuant payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the provisions Code, if any provision of this section the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be accumulated null and paid void with respect to such compensation, benefits or other payments, and such provision shall otherwise remain in a lump sum on the first day of the seventh month following full force and effect. The Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining right to receive installment payments of any severance payments or benefits under this Agreement shall begin on such date in accordance with the schedule provided in this Agreementbe treated as a right to receive a series of separate payments, and accordingly, each installment payment shall at all times be considered a separate and distinct payment. To the extent permitted by Section 409A, each payment hereunder shall be deemed any reimbursement of expenses under this Agreement is subject to be a separate payment for purposes of Section 409A of the Code, the reimbursements shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses.

Compliance with Section 409A. This Agreement It is intended that the Severance and Accelerated Vesting set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (including the exceptions thereto“Code”) (Section 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A of the Code (or the exemptions intended to apply under this Agreement)including, this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinwithout limitation, for purposes of determining Executive’s entitlement Treasury Regulations 1.409A-2(b)(2)(iii)), your right to the Severance Benefits receive any installment payments under Section 5 hereofthis Agreement (whether severance payments, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination reimbursements or resignation of employment (or any similar termotherwise) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (treated as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be subject to liquidation or exchange for another benefitconsidered a separate and distinct payment. Notwithstanding anything any provision to the contrary hereinin this Agreement, if a payment the Company (or, if applicable, the successor entity thereto) determines that the Severance or benefit Accelerated Vesting constitute “deferred compensation” under this Agreement is due to a “separation Section 409A and you are, on the date of your Separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements incurrence of adverse personal tax consequences under Section 409A 409A, the timing of the Code, Severance and Accelerated Vesting shall be made on delayed until the later of earliest of: (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six (6) months and one (1) day after your Separation from Service date, (ii) the date of Executive’s separation from service your death, or (oriii) such earlier date as permitted under Section 409A 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, if earlier, the date of Executive’s death). Any installment all payments that are delayed or benefits deferred pursuant to the provisions of this section Section shall be accumulated and paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the first day Severance and Accelerated Vesting benefits are not covered by one or more exemptions from the application of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) Section 409A and the remaining installment payments shall begin on such date Release could become effective in accordance the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance and Accelerated Vesting benefits are intended to qualify for an exemption from application of Section 409A or comply with the schedule provided in this Agreement. To its requirements to the extent permitted by necessary to avoid adverse personal tax consequences under Section 409A, each payment hereunder and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of employment shall not be deemed to be a separate payment 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” within the meaning of Section 409A 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the Codeexpenses eligible for reimbursement, or in-kind benefit to be provided in any other taxable year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. This Agreement is intended The Company intends that the RSUs be structured in compliance with, or to comply with satisfy an exemption from, Section 409A, such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the requirements RSUs. In the event the RSUs are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Award Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code (including the exceptions thereto), 409A) that are otherwise required to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply made under this Agreement), this Award Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code a “specified employee” (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits as defined under Section 5 hereof, (a409A) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs as a result of his or her “separation from service” (as defined in below) (other than a payment that is not subject to Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term409A) shall be delayed for the effective date of Executive’s first six (6) months following such “separation from service. Reimbursement ” and shall instead be paid on the date that immediately follows the end of any expenses provided for in this Agreement shall be made in accordance with such six (6) month period (or, if earlier, within 10 business days following the Company’s policies (date of death of the specified employee) or as applicable) with respect thereto soon as in effect from time to time (administratively practicable within 60 days thereafter, but in no event later than the end of calendar year the applicable taxable year. A termination of Continuous Service shall not be deemed to have occurred for purposes of any provision of the Award Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Continuous Service, unless such termination is also a “separation from service” within the year such expenses were incurred) meaning of Section 409A and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due thereof prior to a “separation from service” for would violate Section 409A. For purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (any such provision of this Award Agreement relating to any such payments or benefits, references to specified employees upon a “termination,” “termination of Continuous Service” or like terms shall mean “separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.”

Compliance with Section 409A. This Agreement is intended to comply with To the requirements of Section 409A of maximum extent permissible by applicable law, the Code (including the exceptions thereto), to the extent applicable, payments and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply benefits payable under this Agreement), this Agreement shall be deemed interpreted to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation exempt from service” as defined in Section 409A of the Code, including, without limitation, the exemptions pursuant to Treasury Regulation Sections 1.409A-1(b)(4) and (b) 1.409A-1(b)(9). To the effective date extent the payments and benefits under this Agreement are subject to Section 409A of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in Code, this Agreement shall be made interpreted, construed and administered in accordance with a manner that satisfies the Company’s policies requirements of Sections 409A(a)(2), (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred3) and in no event shall (i4) of the amount of expenses eligible for reimbursement hereunder during a taxable year affect Code and the expenses eligible for reimbursement in Treasury Regulations thereunder. If the Company and Executive determine that any compensation, benefits or other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit payments that are payable under this Agreement is due and intended to a “separation from service” for purposes comply with Sections 409A(a)(2), (3) and (4) of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Code do not comply with Section 409A of the Code, the Company and Executive is determined agree to be a “specified employee” (amend this Agreement, or take such other actions as determined under Treas. Reg. § 1.409A-1(i))the Company and Executive deem reasonably necessary or appropriate, such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on while preserving the later economic agreement of (x) the date specified by parties. In the foregoing provisions case of this Agreement any compensation, benefits or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment other payments that are delayed pursuant payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the provisions Code, if any provision of this section the Agreement would cause such compensation, benefits or other payments to fail to so OC\1608076.7 comply, such provision shall not be effective and shall be accumulated null and paid void with respect to such compensation, benefits or other payments, and such provision shall otherwise remain in a lump sum on the first day of the seventh month following full force and effect. The Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining right to receive installment payments of any severance payments or benefits under this Agreement shall begin on such date in accordance with the schedule provided in this Agreementbe treated as a right to receive a series of separate payments, and accordingly, each installment payment shall at all times be considered a separate and distinct payment. To the extent permitted by Section 409A, each payment hereunder shall be deemed any reimbursement of expenses under this Agreement is subject to be a separate payment for purposes of Section 409A of the Code, the reimbursements shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses.

Compliance with Section 409A. This It is the Company’s intent that payments and benefits under this Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto)409A, to the extent applicablesubject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. If Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Employee shall not be considered to have terminated employment with the Company or any provision contained in subsidiary or affiliate thereof for purposes of this Agreement conflicts with unless the requirements Employee would be considered to have incurred a Separation from Service from the Company or any of Section 409A of the Code (its subsidiaries or the exemptions intended affiliates. Each amount to apply be paid or benefit to be provided under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, construed as a separate identified payment for purposes of determining Executive’s entitlement to Section 409A, and any payments described in this Agreement that are due within the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from serviceshort term deferral period” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) other exemption under Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. To the effective date of Executive’s separation from service. Reimbursement of extent that any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year reimbursements or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything in-kind benefits due to the contrary herein, if a payment or benefit Employee under this Agreement is due constitute “deferred compensation” under Section 409A, any such reimbursements and in-kind benefits shall be paid to Employee in a “separation from service” for purposes of the rules under manner consistent with Treas. Reg. § 1.409A-3(i)(2) (payments Section 1.409A-3(i)(1)(iv). Without limiting the foregoing and notwithstanding anything contained herein to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shallthe contrary, to the extent necessary required in order to comply with avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the requirements of Section 409A of six-month period immediately following the Code, Employee’s Separation from Service shall instead be made paid on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) first business day after the date that is six months following the Employee’s Separation from Service (6) months after the date of Executive’s separation from service (oror death, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant This Agreement may be amended in any respect deemed by the Company in good faith to the provisions of this section shall be accumulated and paid necessary in a lump sum order to preserve compliance with Section 409A without imposing any additional interest, taxes or penalties on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the CodeEmployee.

Compliance with Section 409A. This The payments and entitlements provided for under this Agreement is are intended to comply with qualify for the requirements of short-term deferral exception to Section 409A of the Code (including as described in Treasury Regulation Section 1.409A-1(b)(4) to the exceptions thereto)maximum extent possible, and to the extent applicablethey do not so qualify, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with they are intended to qualify for the requirements of involuntary separation pay plan exception to Section 409A of the Code (or as described in Treasury Regulation Section 1.409A-1(b)(9)(iii) to the exemptions maximum extent possible. The amounts paid pursuant to this Agreement that are intended to apply under qualify for the exemption for separation pay due to an involuntary separation from service shall be paid, consistent with Treasury Regulation Section 1.409A-1(b)(9)(iii)(B), no later than the last day of the second taxable year of Executive following the taxable year of Executive in which the “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein) occurs. For purposes of this Agreement), this Agreement each payment described herein shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto)considered a separate payment. Notwithstanding anything to the contrary hereinin this Agreement, if any payment or entitlement provided for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs in this Agreement constitutes a “separation from servicedeferral of compensation” (as such term is defined in Section 409A of the Code) (e.g., because such payment would be in excess of the payments subject to an exception described in the immediately preceding paragraph) within the meaning of Section 409A of the Code and (bcannot be paid or provided in the manner provided herein without subjecting Executive to additional tax, interest or penalties under Section 409A of the Code as a result of the operation of Section 409A(a)(2)(B)(i) of the effective date Code or Treasury Regulation Section 1.409A-3(i)(2), then any such payment and/or entitlement which would, but for the operation of any termination or resignation of employment (or any similar term) shall this Section 7(d), be payable during the effective date of first six months following Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid or provided to Executive instead in a lump sum on the first day of the seventh month following the date of Executive’s “separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in service.” For purposes of this Agreement. To the extent permitted by Section 409A, each payment hereunder all references to “termination of employment” and correlative phrases shall be deemed construed to be require a separate payment for purposes of “separation from service” (as defined in Section 409A 1.409A-1(h) of the CodeTreasury regulations after giving effect to the presumptions contained therein).

Compliance with Section 409A. This Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the fifteenth (15th) day of the third (3rd) month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). For purposes of this Agreement, termination of employment shall be deemed to occur only upon “separation from service” as such term is defined under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent any amounts payable by the Company to the Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable409A, and shall be interpreted and administered accordinglyin accordance therewith. If Neither Party individually or in combination may accelerate, offset or assign any provision contained such deferred payment, except in this Agreement conflicts compliance with Section 409A. No amount shall be paid prior to the requirements earliest date on which it is permitted to be paid under Section 409A, including a six (6) month delay of termination payments made to specified employees of a public company, to the extent then applicable. Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any Section 409A payments which are subject to execution of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall a Release which may be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs executed and/or revoked in a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the calendar year in which the payment event (such expenses were incurredas termination of employment) and occurs shall commence payment only in no event such following calendar year as necessary to comply with Section 409A. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement hereunder or in-kind benefits provided during a taxable one calendar year may not affect the expenses eligible for reimbursement in benefits provided during any other taxable year or year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which Executive incurs such expenses, and Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to It is the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes intent of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to Company that the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) and all other plans and programs sponsored by the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant Company be interpreted to the provisions of this section shall be accumulated and paid comply in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance all respects with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder however, the Company shall have no liability to Executive, or any successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be deemed determined to be a separate applicable to any payment or benefit received by Executive or any successor or beneficiary thereof, nor for purposes reporting in good faith any payment of benefit as subject to Section 409A of the Code.409A.

Compliance with Section 409A. This Notwithstanding any other provisions of this Agreement, to the extent applicable, this Agreement is intended to comply with Internal Revenue Code Section 409A and the regulations (or similar guidance) thereunder. To the extent any provision of this Agreement is contrary to or fails to address the requirements of Internal Revenue Code Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement)409A, this Agreement shall be deemed to be reformed construed and administered as necessary to comply with such requirements. If the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be considered a “specified employee” (as determined defined in Internal Revenue Code Section 409A and related Treasury Regulations) at the time of any “separation from service” (as defined in Internal Revenue Code Section 409A and related Treasury Regulations) under Treas. Reg. § 1.409A-1(i))Section 8.1 or Section 11.1 of this Agreement, such payment shall, a portion of the amount payable to the Executive under Section 8.1 or Section 11.1 shall be delayed for six (6) months following the Executive’s Date of Termination to the extent necessary to comply with the requirements of Internal Revenue Code Section 409A of or an exemption therefrom. Any amounts payable to the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is Executive during such six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments month period that are delayed pursuant due to the provisions of this section limitation in the preceding sentence shall be accumulated and paid to the Executive in a lump sum on the first day of during the seventh (7th) month following the Executive’s separation from service Date of Termination (or, if earlier, upon the Executive’s death) ). If, under this Agreement, an amount is to be paid in two or more installments, for purposes of Internal Revenue Code Section 409A, each installment shall be treated as a separate payment. To the extent not otherwise specified in the Agreement, all reimbursements and the remaining installment payments in-kind benefits provided under this Agreement shall begin on such date be made or provided in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes requirements of Section 409A of the Internal Revenue Code, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a short period specified in this Agreement); (b) the amount of expenses eligible for reimbursement, or in kind benefits to be 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; (c) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (d) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. In the event that this Agreement or payments hereunder shall be deemed not to be exempt from or to comply with Section 409A of the Internal Revenue Code, the neither the Company, the Board, the Committee nor its or their designees or agents shall be liable to the Executive or any other persons for actions, decisions or determinations made in good faith.

Compliance with Section 409A. This It is the intent of the parties that the provisions of this Agreement is intended to comply with the requirements of Section 409A of the Code and the Treasury regulations and guidance issued thereunder (including "Section 409A") and that this Agreement be interpreted and operated consistent with such requirements of Section 409A in order to avoid the exceptions theretoapplication of additive income taxes under Section 409A ("409A Penalties"). To the extent that a payment, or the settlement or deferral thereof, is subject to Section 409A, except as Employee and the Compensation and Human Capital Committee of the Board otherwise determines in writing, the payment shall be paid, settled or deferred in a manner that will meet the requirements of Section 409A, such that the payment, settlement or deferral shall not be subject to the 409A Penalties. Except as otherwise expressly provided herein, to the extent applicable, and shall be interpreted and administered accordingly. If any expense reimbursement or the provision contained in of any in-kind benefit under this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed is determined to be reformed subject to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein409A, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of any such expenses eligible for reimbursement hereunder during a taxable reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable calendar year (except for any life-time or (ii) other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Employee incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Notwithstanding anything Any reference in this Agreement to "termination of employment," "terminates employment," or similar phrases shall have the contrary herein, if same meaning as a "separation from service" under Section 409A. To extent that the Employee would otherwise be entitled to any payment or benefit under this Agreement is due to a “separation from service” for purposes or any plan or arrangement of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments Company or its affiliates, that constitutes “deferred compensation” subject to specified employees upon a separation from service) Section 409A and Executive that if paid during the six months beginning on the date of Employee’s termination of employment would be subject the 409A Penalties because the Employee is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to within the extent necessary to comply with the requirements meaning of Section 409A and as determined from time to time by the Compensation and Human Capital Committee), the payment will be paid to the Employee on the earliest of the Codesix-month anniversary of the termination of employment, be made on a change in ownership or effective control of the later Company (within the meaning of (xSection 409A) or the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of ExecutiveEmployee’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted interpreted, administered and administered accordingly. If any provision contained operated in this Agreement conflicts a manner consistent with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto)that intent. Notwithstanding anything herein to the contrary hereincontrary, for purposes if at the time of determining the Executive’s entitlement to separation from service with the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Company the Executive incurs is a “separation from servicespecified employee” as defined in Section 409A of the Code (and the regulations thereunder) and any payments or benefits otherwise payable hereunder as a result of such separation from service are subject to Section 409A of the Code, and (b) then the effective date Company shall defer the commencement of the payment of any termination such payments or resignation of employment benefits hereunder (without any reduction in such payments or any similar termbenefits ultimately paid or provided) shall be until the effective date of that is six months following the Executive’s separation from serviceservice with the Company (or the earliest date as is permitted under Section 409A of the Code), and the Company shall pay any such delayed amounts in a lump sum at such time. Reimbursement If, in order to comply with Section 409A of the Code and Treas. Reg. §1.409A-3(f), some or all of the payments described in Section 10(b)(iii) are required to be paid in installments in the manner set forth in the CCE Executive Severance Plan as in effect on the date of the Closing, then such amounts shall be paid in such installments rather than in a lump sum. If any expenses provided for payments or other benefits due to the 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 Company, that does not cause such an accelerated or additional tax. Each payment made under this Agreement shall be made designated as a “separate payment” within the meaning of Section 409A of the Code. References to “termination of employment” and similar terms used in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due are intended to a refer to “separation from service” for purposes within the meaning of Section 409A of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, Code to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement is intended Notwithstanding anything herein to comply the contrary, (i) if at the time of Executive’s Termination of Employment with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Company Executive incurs is a “separation from servicespecified employee” as defined in Section 409A of the Code, and (b) the effective date deferral of the commencement of any termination payments or resignation benefits otherwise payable hereunder as a result of employment such Termination of Employment is necessary in order to prevent the imposition of 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 (or the earliest date as is permitted under Section 409A of the Code), (ii) any similar termreimbursements provided under the Agreement, including, but not limited to, in Sections 2.c, 8.a.(iii)(C) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement and 13(p), shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar Executive’s taxable year following Executive’s taxable year in which such expense was incurred; in addition, the year such expenses were incurred) and in no event shall (i) the amount of expenses amounts eligible for reimbursement hereunder reimbursement, or in-kind benefits to be provided, during a any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is Agreement, and (iii) if any other payments of money or other benefits due to a “separation from service” for purposes Executive hereunder could cause the application of the rules an accelerated or additional tax under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement such payments or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section other benefits shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, deferred if earlier, upon Executive’s death) and the remaining installment payments shall begin on deferral will make such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of 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 or any duly authorized committee thereof, that does not cause such an accelerated or additional tax or result in an additional cost to the Company. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 13(o); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto.

Compliance with Section 409A. This The parties intend that the payments and benefits contemplated in this Agreement is intended to comply with the requirements of either be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and other guidance promulgated thereunder (including the exceptions theretocollectively, “Section 409A”), to the extent applicableor be provided in a manner that complies with Section 409A, and any ambiguity herein shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts so as to be consistent with the requirements intent of this Section 409A Notwithstanding anything herein to the contrary, all payments and benefits which are payable hereunder upon Executive’s termination of the Code (or the exemptions intended to apply under this Agreement), this Agreement employment shall be deemed to be reformed to comply with the requirements paid or provided only upon a termination of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs that constitutes a “separation from service” as defined in from the Company within the meaning of Section 409A 409A. In furtherance of the Codethis Section 6, and (b) notwithstanding anything herein to the effective date of contrary, to the extent any termination in-kind benefit or resignation of employment (reimbursement to be paid or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in under this Agreement shall be made in accordance with constitutes a “deferral of compensation” within the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end meaning of calendar year following the year such expenses were incurred) and in no event shall Section 409A, then (i) the amount of expenses eligible for reimbursement hereunder or the provision of any in-kind benefit (within the meaning of Section 409A) to Executive during a taxable any calendar year shall not affect the amount of expenses eligible for reimbursement or provided as in-kind benefits to Executive in any other taxable calendar year or (subject to any lifetime and other annual limits provided under the Company’s group health plans); (ii) any reimbursements for expenses incurred by Executive shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; (iii) Executive shall not be entitled to any in-kind benefits or reimbursement for any expenses incurred subsequent to the end of the second calendar year following the calendar year in which Executive incurs a termination of employment; and (iv) the right to any such reimbursement or in-kind benefit may not be subject to liquidation liquidated or exchange exchanged for another any other benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement is intended Notwithstanding anything herein to comply the contrary, (i) if at the time of Executive’s termination of employment with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Company Executive incurs is a “separation from servicespecified employee” as defined in Section 409A of the Code, Code and (b) the effective date deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination or resignation of employment (is necessary in order to prevent any accelerated or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit additional tax under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, then the payments to which Executive would otherwise be made on entitled during the later first six months following his termination of employment shall be deferred and accumulated (xwithout any reduction in such payments or benefits ultimately paid or provided to Executive) the date specified by the foregoing provisions for a period of this Agreement or (y) the date that is six (6) months after from the date of Executive’s separation from service (or, if earlier, the date termination of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated employment and paid in a lump sum on the first day of the seventh month following Executive’s separation from service such termination of employment (or, if earlier, upon the date of Executive’s death), and (ii) if any other payments of money or other benefits due to Executive hereunder would 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. Furthermore, the Company intends that this Agreement shall comply with Section 409A and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreementbe interpreted, operated and administered accordingly. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

Compliance with Section 409A. This (a) Notwithstanding any other provision to the contrary, a Termination of Employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is intended to comply with defined in Section 409A of the requirements Code and the Treasury Regulations promulgated thereunder) upon or following a Termination of Employment unless such termination is also a “separation from service” from the Employer within the meaning of Section 409A of the Code and Section 1.409A-1(h) of the Treasury Regulations and, for purposes of any such provision of this Agreement, references to a “separation,” “termination,” “termination of employment” or like terms shall mean “separation from service. It is intended that (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in i) each payment or installment of payments provided under this Agreement conflicts with the requirements is a separate “payment” for purposes of Section 409A of the Code and (or ii) that the payments satisfy, to the greatest extent possible, the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with from the requirements application of Section 409A of the Code Code, including those provided under Treasury Regulations 1.409A-1(b)(4) (or applicable exemptions theretoregarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two (2) year exception) and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary herein, for purposes if (i) on the date of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary hereinterm is defined under Treasury Regulation 1.409A-1(h)), if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined deemed to be a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company, as determined under Treas. Reg. § 1.409A-1(i))in accordance with the Company’s “specified employee” determination procedures, such payment shall, and (ii) any payments to be provided to the extent necessary Executive pursuant to comply with this Agreement which constitute “deferred compensation” for purposes of Section 409A and are or may become subject to the requirements additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the CodeCode if provided at the time otherwise required under this Agreement, then such payments shall be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) delayed until the date that is six (6) months after the date of Executive’s “separation from service service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if earliersooner, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section Section 13(a) shall be accumulated and paid made in a lump sum on the first day of the seventh month following Executive’s “separation from service service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if earliersooner, upon the date of Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement is intended To the extent (i) any payments or benefits to comply which the Executive becomes entitled under this Agreement, or under any other agreement or Company plan, in connection with the requirements Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Internal Revenue Code and the regulations promulgated thereunder (including “Section 409A”) and (ii) the exceptions thereto)Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payments shall not be made or commence until the earliest of (A) the expiration of the six (6) month period measured from the date of the Executive’s “separation from service” (as such term is defined in Section 409A) from the Company; or (B) the date of the Executive’s death following such separation from service. Upon the expiration of the 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 shall be paid to the extent applicable, and shall be interpreted and administered accordinglyExecutive or the Executive’s beneficiary in one lump sum (without interest). If any provision contained in this Agreement conflicts with the requirements of Section 409A Any termination of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed is intended to have terminated unless and until Executive incurs constitute a “separation from service” as defined in Section 409A of and will be determined consistent with the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s rules relating to a “separation from service”. Reimbursement It is intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that payments hereunder are exempt from, or otherwise comply with, Section 409A. To the extent any expense reimbursement or the provision of any expenses provided for in in-kind benefit under this Agreement shall is determined to be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time subject to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) Section 409A, the amount of any such expenses eligible for reimbursement hereunder during a taxable reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or (ii) other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which such expenses were incurred, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement It is intended that the Non-CIC Severance Benefits and CIC Severance Benefits set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (including the exceptions thereto“Code”) (Section 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A of the Code (or the exemptions intended to apply under this Agreement)including, this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinwithout limitation, for purposes of determining Executive’s entitlement Treasury Regulations 1.409A-2(b)(2)(iii)), your right to the Severance Benefits receive any installment payments under Section 5 hereofthis Agreement (whether severance payments, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination reimbursements or resignation of employment (or any similar termotherwise) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (treated as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be subject to liquidation or exchange for another benefitconsidered a separate and distinct payment. Notwithstanding anything any provision to the contrary hereinin this Agreement, if a payment the Company (or, if applicable, the successor entity thereto) determines that the Non-CIC Severance Benefits or benefit CIC Severance Benefits constitute “deferred compensation” under this Agreement is due to a “separation Section 409A and you are, on the date of your Separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements incurrence of adverse personal tax consequences under Section 409A 409A, the timing of the Code, Non-CIC Severance Benefits or CIC Severance Benefits shall be made on delayed until the later of earliest of: (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six months and one day after your Separation from Service date, (6ii) months after the date of Executive’s separation from service your death, or (oriii) such earlier date as permitted under Section 409A 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, if earlier, the date of Executive’s death). Any installment all payments that are delayed or benefits deferred pursuant to the provisions of this section shall be accumulated and paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the first day Non-CIC Severance Benefits or CIC Severance Benefits are not covered by one or more exemptions from the application of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) Section 409A and the remaining installment payments shall begin on such date Release could become effective in accordance the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Non-CIC Severance Benefits and CIC Severance Benefits are intended to qualify for an exemption from application of Section 409A or comply with the schedule provided in this Agreement. To its requirements to the extent permitted by necessary to avoid adverse personal tax consequences under Section 409A, each payment hereunder and any ambiguities herein shall be deemed to be a separate payment for purposes of Section 409A of the Codeinterpreted accordingly.

Compliance with Section 409A. This Agreement is and the amounts payable and other benefits provided under this Agreement are intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto)with, to the extent applicableor otherwise be exempt from, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, after giving effect to the exemptions in Treasury Regulation Section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and (b) construed in a manner consistent with Section 409A of the effective date Code. If any provision of any termination this Agreement is found not to comply with, or resignation otherwise not be exempt from, the provisions of employment (Section 409A of the Code, it shall be modified and given effect, in the sole discretion of the Compensation Committee and without requiring the Executive’s consent, in such manner as the Compensation Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code; provided, however, that in exercising its discretion under this Section 10, the Compensation Committee shall modify this Agreement or any similar term) shall be amount payable or other benefits provided under this Agreement, in the effective date of Executive’s separation from serviceleast restrictive manner necessary. Reimbursement of If this Agreement or any expenses amount payable or other benefit provided for in under this Agreement shall be deemed not to comply with Section 409A of the Code or any related regulations or other guidance, then neither the Company, any Affiliate, the Compensation Committee or any of their designees or agents shall be liable to the Executive or other person for actions, decisions or determinations made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefitgood faith. Notwithstanding anything to the contrary herein, if If a payment or benefit obligation under this Agreement is due arises on account of the Executive’s termination of employment and such payment or benefit obligation constitutes “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to a the exemptions in Treasury Regulation Section 1.409A-1(b)(3) through (b)(12)), it shall be payable only after the Executive’s “separation from service” for purposes of (as defined in Treasury Regulation Section 1.409A-1(h)); provided, however, that if the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § defined in Treasury Regulation Section 1.409A-1(i)), any payment that is scheduled to be paid within six (6) months after such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, “separation from service” shall accrue without interest and shall be made paid on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s such “separation from service (service” or, if earlierin the case of a payment or benefit obligation payable in installments, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following beginning after the date of the Executive’s “separation from service (service” or, if earlier, upon within fifteen days after the Executive’s death) death (and the remaining installment payments payment on the first day of the seventh month beginning after the date of the Executive’s “separation from service” shall begin on include any installments that would have been paid during such date in accordance with period after the schedule “separation from service” if the Executive was not a “specified employee.” With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive as provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder such reimbursement of expenses or provision of in-kind benefits shall be deemed subject to be a separate payment the following limitations: (i) the expenses eligible for purposes reimbursement or the amount of in-kind benefits provided in one (1) taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangements providing for the reimbursement of expenses referred to in Section 409A 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year in which such expense was incurred and (iii) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. This Agreement is intended to comply with To the requirements of Section 409A of maximum extent permissible by applicable law, the Code (including the exceptions thereto), to the extent applicable, payments and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply benefits payable under this Agreement), this Agreement shall be deemed interpreted to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation exempt from service” as defined in Section 409A of the Code, including, without limitation, the exemptions pursuant to Treasury Regulation Sections 1.409A-1(b)(4) and (b) 1.409A-1(b)(9). To the effective date extent the payments and benefits under this Agreement are subject to Section 409A of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in Code, this Agreement shall be made interpreted, construed and administered in accordance with a manner that satisfies the Company’s policies requirements of Sections 409A(a)(2), (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred3) and in no event shall (i4) of the amount of expenses eligible for reimbursement hereunder during a taxable year affect Code and the expenses eligible for reimbursement in Treasury Regulations thereunder. If the Company and Executive determine that any compensation, benefits or other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit payments that are payable under this Agreement is due and intended to a “separation from service” for purposes comply with Sections 409A(a)(2), (3) and (4) of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) Code do not comply with Section 409A of the Code, the Company and Executive is determined agree to be a “specified employee” (amend this Agreement, or take such other actions as determined under Treas. Reg. § 1.409A-1(i))the Company and Executive deem reasonably necessary or appropriate, such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on while preserving the later economic agreement of (x) the date specified by parties. In the foregoing provisions case of this Agreement any compensation, benefits or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment other payments that are delayed pursuant payable under this Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the provisions Code, if any provision of this section the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be accumulated null and paid void with respect to such compensation, benefits or other payments, and such provision shall otherwise remain in a lump sum on the first day of the seventh month following full force and effect. Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining right to receive installment payments of any severance payments or benefits under this Agreement shall begin on such date in accordance with the schedule provided in this Agreementbe treated as a right to receive a series of separate payments, and accordingly, each installment payment shall at all times be considered a separate and distinct payment. To the extent permitted by Section 409A, each payment hereunder shall be deemed any reimbursement of expenses under this Agreement is subject to be a separate payment for purposes of Section 409A of the Code, the reimbursements shall be paid in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and be paid on or before the last day of Executive’s taxable year following the taxable year in which Executive incurred the expenses.

Compliance with Section 409A. This All compensation and benefits provided by this Agreement is intended to comply with the requirements of or be exempt from Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply interpreted, administered and operated in a manner consistent with the requirements of Section 409A of the Code (or applicable exemptions thereto)that intent. Notwithstanding anything herein to the contrary hereincontrary, for purposes if at the time of determining the Executive’s entitlement to termination from service with the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Company the Executive incurs is a “separation from servicespecified employee” as defined in Section 409A of the Code (and the regulations thereunder) and any payments or benefits otherwise payable hereunder as a result of such separation from service are “non-qualified deferred compensation” subject to Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shallthen, to the extent necessary to comply with Section 409A of the requirements Code, the Company shall 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) until the date that is six months following the Executive’s termination from service with the Company (or the earliest date as is permitted under Section 409A of the Code), and the Company shall pay any such delayed amounts in a lump sum at such time. If, in order to comply with Section 409A of the Code and Treas. Reg. §1.409A-3(f), some or all of the payments described in this Agreement are required to be paid in installments, then such amounts shall be paid in such installments rather than in a lump sum. If any payments or other benefits due to the 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 may be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. To the extent permissible under Section 409A of the Code, each payment hereunder required to be made in installments shall be deemed a series of separate payments, and each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code, be made on the later . References to “termination of (x) the date specified by the foregoing provisions of employment” and similar terms used in this Agreement or (y) the date that is six (6) months after the date of Executive’s are intended to refer to “separation from service (or, if earlier, service” within the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes meaning of Section 409A of the Code to the extent necessary to comply with Section 409A of the Code. In no event shall the Company have any liability to the Executive for any taxes, penalties or interest that may be applied to the payments or benefits provided hereunder because of the application of Section 409A of the Code to such payments or benefits.

Compliance with Section 409A. This Agreement is intended Notwithstanding anything herein to comply the contrary, (i) if at the time of Executive’s Termination of Employment with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Company Executive incurs is a “separation from servicespecified employee” as defined in Section 409A of the Code, and (b) the effective date deferral of the commencement of any termination payments or resignation benefits otherwise payable hereunder as a result of employment such Termination of Employment is necessary in order to prevent the imposition of 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 (or the earliest date as is permitted under Section 409A of the Code), (ii) any similar termreimbursements provided under the Agreement, including, but not limited to, in Sections 2.c., 8.a.(iii)(C) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement and 13(p), shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar Executive’s taxable year following Executive’s taxable year in which such expense was incurred; in addition, the year such expenses were incurred) and in no event shall (i) the amount of expenses amounts eligible for reimbursement hereunder reimbursement, or in-kind benefits to be provided, during a any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is Agreement, (iii) if any other payments of money or other benefits due to a “separation from service” for purposes Executive hereunder could cause the application of the rules an accelerated or additional tax under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, such payments or other benefits shall be made on deferred if deferral will make such payment or other benefits compliant under Section 409A of the later of Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board or any duly authorized committee thereof, that does not cause such an accelerated or additional tax or result in an additional cost to the Company, and (iv) if (x) the date specified by the foregoing provisions of any payment under this Agreement or is subject to Section 409A and is conditioned upon Executive’s signing a release of claims and (y) the date that is six period for Executive to sign the release of claims (6and any applicable period to revoke the release) months after starts in one calendar year and ends in the date of Executive’s separation from service following calendar year, such payment will be made (oror commence) in the second calendar year, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant subject to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule any payment terms provided in this Agreement. To The Company shall consult with Executive in good faith regarding the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A implementation of the Codeprovisions of this Section 13(o); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto.

Compliance with Section 409A. This Agreement is intended shall be interpreted to comply with the requirements of Section avoid any penalty sanctions under section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordinglyCode. If any provision contained 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 this Agreement conflicts with full at the requirements earliest time thereafter when such sanctions will not be imposed. For purposes of Section section 409A of the Code (or the exemptions intended Code, all payments to apply be made upon a termination of employment under this Agreement), this Agreement shall may only be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs made upon a “separation from service” as defined in Section within the meaning of such term under section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) each payment made under this Agreement shall be treated as a separate payment and the effective date right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. In no event shall the Executive’s separation from service, directly or indirectly, designate the calendar year of payment. Reimbursement of any expenses All reimbursements and in-kind benefits provided for in under this Agreement shall be made or provided in accordance with the Company’s policies (as requirements of section 409A, including, where applicable) with respect thereto as in effect from time to time (but in no event later than , the end of calendar year following the year such expenses were incurred) and in no event shall requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement hereunder reimbursement, or in-kind benefits provided, during a taxable calendar year may not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other taxable calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year or following the year in which the expense is incurred, and (iiiv) the right to reimbursement be or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary hereinAgreement, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined by the Company to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to within the extent necessary to comply meaning of Code Section 409A(a)(2)(B)(i) at the time of his separation from service with the requirements Company and if any payment or benefit to which he shall become entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A 409A(a)(2)(B)(i) of the Code, no such payment or benefit payable or provided to Executive shall be made on paid or provided to Executive prior to the later earlier of (xi) the expiration of the six (6) month period following the date of Executive’s “separation from service” (as such term is defined by Code Section 409A and the regulations promulgated thereunder), or (ii) the date specified by of Executive’s death, but only to the foregoing provisions of this Agreement extent such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The payments and benefits to which Executive would otherwise be entitled during the first six (6) months following his separation from service shall be accumulated and paid or (y) provided, as applicable, in a lump sum, on the first payroll date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first one day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the any remaining installment payments shall begin on such date or benefits will be paid in accordance with the schedule provided in normal payment dates specified for them herein. Further, if any insurance or benefits continued by the Company pursuant to this Agreement. To Agreement are taxable to Executive, any payment by the extent permitted by Section 409ACompany for any such insurance or benefits shall equal the cost of such insurance or benefit, each payment hereunder shall be deemed paid on a monthly basis and shall comply with the requirement that non-qualified deferred compensation be paid on a specified date or pursuant to be a separate payment for purposes of Section 409A of the Codefixed schedule.”

Compliance with Section 409A. This The Company and Executive intend that any amounts or benefits payable or provided under this Agreement is intended to shall comply with the requirements of Section section 409A of the Internal Revenue Code of 1986, as amended (including the exceptions thereto), “Code”) and the regulations and guidance promulgated thereunder (“Section 409A”) so as not to subject Executive to the extent applicablepayment of the tax, interest and any tax penalty which may be imposed under Section 409A. The provisions of this Agreement shall be interpreted and administered accordingly. If in a manner that complies with Section 409A. The Company will not take any action or omit to take any action that would expose any payment or benefit to Executive to additional tax under Section 409A. In furtherance thereof, to the extent that any provision contained hereof would otherwise result in Executive being subject to payment of tax, interest and tax penalty under Section 409A, the Company and Executive agree to negotiate reasonably and in good faith to amend this Agreement conflicts in a manner that brings this Agreement into compliance with the requirements of Section 409A of and preserves to the Code (maximum extent possible economic value to the relevant payment or the exemptions intended to apply benefit under this Agreement), this Agreement to Executive. Each payment in a series of payments or installments hereunder shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, treated as a separate payment for purposes of determining Executive’s entitlement Section 409A. To the extent that a reimbursement amount is subject to Section 409A, the Severance Benefits under Section 5 hereofCompany will pay Executive the reimbursement amount due, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined if any, in Section 409A of any event before the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date last day of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar taxable year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect in which the expenses eligible for reimbursement in expense was incurred. Executive’s rights to any other taxable year or (ii) the right to reimbursement be reimbursements are not subject to liquidation or exchange for another benefit. The amount of expense reimbursements for which Executive is eligible during any taxable year will not affect the amount of any expense reimbursements for which Executive is eligible in any other taxable year. Notwithstanding anything contained herein to the contrary hereincontrary, if a payment or benefit under this Agreement is due to (i) in no event shall the Termination Date occur until Executive experiences a “separation from service” for purposes within the meaning of Section 409A and the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees date upon a which separation from serviceservice takes place shall be the “Termination Date” and (ii) and in the event Executive is determined to be a “specified employee” (within the meaning of Section 409A) as determined under Treas. Reg. § 1.409A-1(i))of the date of his separation from service, amounts and benefits that are properly treatable as deferred compensation (within the meaning of Section 409A, and after taking into account all exclusions applicable to such payment shall, under Section 409A) that would otherwise be payable or provided hereunder shall not be made prior to the extent necessary to comply with first business day after the requirements of Section 409A of the Code, be made on the later earlier of (x) the date specified by the foregoing provisions expiration of this Agreement or (y) the date that is six (6) months after from the date of Executive’s separation from service for any reason other than death or (or, if earlier, ii) the date of Executive’s deathdeath (such first business day, the “Delayed Payment Date”). Any installment On the Delayed Payment Date, the Company shall pay to Executive or, if has died, to his estate, in a single cash lump sum, an amount equal to the aggregate amount of all payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codepreceding sentence.

Compliance with Section 409A. This The parties to this Agreement is intended intend that the Agreement complies with Section 409A of the Code, where applicable, and this Agreement will be interpreted in a manner consistent with that intention. Notwithstanding any other provisions of this Agreement to comply the contrary, and solely to the extent necessary for compliance with Section 409A of the requirements Code, if as of the date of Executive’s “separation from service” (within the meaning of Section 409A of the Code and the applicable regulations) from ERGO, (i) Executive is deemed to be a “specified employee” (within the meaning of Section 409A of the Code), and (ii) ERGO or any member of a controlled group including ERGO is publicly traded on an established securities market or otherwise, no payment or other distribution required to be made to Executive hereunder (including any payment of cash, any transfer of property and any provision of taxable benefits) solely as a result of Executive’s separation from service will be made earlier than the exceptions theretofirst day of the seventh month following the date on which the Executive separates from service with ERGO, or if earlier within thirty (30) days of the Executive’s date of death following the date of such separation. Notwithstanding the foregoing, this provision will not apply to (a) all payments on separation from service that satisfy the short-term deferral rule of Treas. Reg. §1.409A-1(b)(4), (b) to the extent applicableportion of the payments on separation from service that satisfy the requirements for separation pay due to an involuntary separation from service under Treas. Reg. §1.409A-1(b)(9)(iii), and shall (c) to any payments that are otherwise exempt from the six month delay requirement of the Treasury Regulations under Code Section 409A. Notwithstanding anything to the contrary herein, a termination of employment will not be interpreted and administered accordingly. If deemed to have occurred for purposes of any provision contained in of this Agreement conflicts with providing for the requirements payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code (or the exemptions intended to apply under and, for purposes of any such provision of this Agreement), this Agreement shall be deemed references to be reformed to comply with the requirements a “resignation,” “termination,” “termination of employment,” or like terms will mean a separation from service. For purposes of Section 409A of the Code (or applicable exemptions thereto)Code, each payment made under this Agreement will be designated as a “separate payment” within the meaning of the Section 409A of the Code. Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement except to the Severance Benefits under Section 5 hereofextent any expense, (a) Executive’s employment shall reimbursement or in-kind benefit provided pursuant to this Agreement does not be deemed to have terminated unless and until Executive incurs constitute a “separation from servicedeferral of compensation” as defined in within the meaning of Section 409A of the Code, and : (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (ix) the amount of expenses eligible for reimbursement hereunder or in-kind benefits provided to Executive during a taxable any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other taxable calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed will be made on or before the last day of the calendar year or following the calendar year in which the applicable expense is incurred, and (iiz) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeany other benefit.

Compliance with Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply construed consistently with the requirements of Section 409A of the Code (mutual intent that all payments and benefits required hereunder be exempt from or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on as amended, and the later of Treasury regulations thereunder (x) the date specified by the foregoing provisions “Section 409A”). If any provision of this Agreement is ambiguous but a reasonable interpretation of the provision would either cause this Agreement to be exempt from or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earliercomply with Section 409A, the date of Executive’s death). Any installment payments parties intend that are delayed pursuant to the provisions of this section shall Agreement be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date construed in accordance with the schedule interpretation that would cause this Agreement to be exempt from or comply with Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided in under this Agreement. To the extent permitted by Agreement are exempt from or comply with Section 409A, each and nothing in this Agreement shall require the Company to satisfy Employee’s obligation to pay, or indemnify Employee with respect to, required taxes on any amounts or benefits provided under this Agreement, including any taxes imposed under Section 409A. Each installment payment hereunder shall be deemed under this Agreement is intended to be treated as a separate payment for purposes of Section 409A. A termination of employment will not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits that are considered “nonqualified deferred compensation” under Section 409A unless such termination is also a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treas. Reg. Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the Codemeaning of Section 409A. If, upon separation from service, Employee is a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and triggered by a separation from service and would otherwise be paid within six months after Employee’s separation from service will instead be paid in the seventh month following Employee’s separation from service (to the extent required by Section 409A(a)(2)(B)(i)), or if earlier, upon Employee’s death.

Compliance with Section 409A. This Agreement is intended to comply with the requirements of Section section 409A of the Code (including the exceptions thereto)and its corresponding regulations, or an exemption, and payments may only be made under this Agreement upon an event and in a manner permitted by section 409A, to the extent applicable, and shall . Severance benefits under the Agreement are intended to be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section exempt from section 409A of the Code (or under the exemptions intended “short-term deferral” exception, to apply the maximum extent applicable, and then under this Agreement)the “separation pay” exception, this Agreement shall be deemed to be reformed to comply with the requirements maximum extent applicable. For purposes of Section section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything Code, all payments to the contrary herein, for purposes be made upon a termination of determining Executive’s entitlement to the Severance Benefits employment under Section 5 hereof, (a) Executive’s employment shall not this Agreement may only be deemed to have terminated unless and until Executive incurs made upon a “separation from service” as defined in Section within the meaning of such term under section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) each payment made under this Agreement shall be treated as a separate payment and the effective date right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. In no event shall Executive’s separation from service, directly or indirectly, designate the calendar year of payment. Reimbursement of any expenses All reimbursements and in-kind benefits provided for in under this Agreement shall be made or provided in accordance with the Company’s policies (as requirements of section 409A of the Code, including, where applicable) with respect thereto as in effect from time to time (but in no event later than , the end of calendar year following the year such expenses were incurred) and in no event shall requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement hereunder reimbursement, or in-kind benefits provided, during a taxable calendar year may not affect the expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other taxable calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year or following the year in which the expense is incurred, and (iiiv) the right to reimbursement be or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This The parties intend that the payments and benefits contemplated in this Agreement is intended to comply with the requirements of either be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and other guidance promulgated thereunder (including collectively, “Section 409A”), or be provided in a manner that complies with Section 409A, and any ambiguity herein shall be interpreted so as to be consistent with the exceptions thereto)intent of this Section Notwithstanding anything herein to the contrary, all payments and benefits which are payable hereunder upon Executive’s termination of employment shall be paid or provided only upon a termination of employment that constitutes a “Separation from Service” from the Company within the meaning of Section 409A. In furtherance of this Section 6, and notwithstanding anything herein to the contrary, to the extent applicable, and shall any in-kind benefit or reimbursement to be interpreted and administered accordingly. If any provision contained in paid or provided under this Agreement conflicts with constitutes a “deferral of compensation” within the requirements meaning of Section 409A of the Code (or the exemptions intended to apply under this Agreement)409A, this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall then (i) the amount of expenses eligible for reimbursement hereunder or the provision of any in-kind benefit (within the meaning of Section 409A) to Executive during a taxable any calendar year shall not affect the amount of expenses eligible for reimbursement or provided as in-kind benefits to Executive in any other taxable calendar year or (subject to any lifetime and other annual limits provided under the Company’s group health plans); (ii) any reimbursements for expenses incurred by Executive/e shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; (iii) Executive shall not be entitled to any in-kind benefits or reimbursement for any expenses incurred subsequent to the end of the second calendar year following the calendar year in which Executive incurs a termination of employment; and (iv) the right to any such reimbursement or in-kind benefit may not be subject to liquidation liquidated or exchange exchanged for another any other benefit. Notwithstanding anything to the contrary herein, if a Any installment payment or benefit of post-employment benefits under this Agreement is due to shall be regarded as a separate “separation from servicepayment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i). Notwithstanding anything in this Agreement to the rules contrary, if any amount or benefit would constitute compensation subject to penalty taxation under Section 409A and such amount becomes payable or distributable by reason of Executive’s Separation from Service during a period in which the Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)Section 1.409A-3(j), (i) the timing of such payment shall, to amounts or payments shall be delayed until the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later earlier of (x) the date specified by the foregoing provisions of this Agreement or (ya) the date that is six (6) months and one (1) day after the Executive’s Separation from Service and (b) the date of Executive’s separation from service death (such applicable date, the “Delayed Initial Payment Date”), and (ii) the Company shall (a) pay the Executive a lump sum amount equal to the sum of the benefit payments that the Executive would otherwise have received through the Delayed Initial Payment Date (or, if earlierwith respect to death, the earliest administratively practicable date provided that payment complies with the timing requirements of Executive’s death). Any installment payments that are Section 409A) if the commencement of the payment of the benefits had not been delayed pursuant to this paragraph) and (b) commence paying the provisions of this section shall be accumulated and paid in a lump sum on the first day balance, if any, of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date benefits in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each applicable payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeschedule.

Compliance with Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to To the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply interpreted, construed, and administered in conformity with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (“Section 409A”) and the regulations and other guidance issued thereunder, including the applicable exemptions. In the event that any payment or applicable exemptions thereto). Notwithstanding anything distribution to the contrary herein, for purposes of determining Executive’s entitlement be made hereunder constitutes “deferred compensation” subject to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” employee (as determined under Treas. Reg. § 1.409A-1(i)defined in Section 409A), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, or distribution shall not be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) before the date that is six (6) months after the date termination of Executive’s separation from service employment (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant Payments to which a specified employee would otherwise be entitled during the provisions first six months following the Date of this section Termination shall be accumulated and paid in a lump sum on the first day date of the seventh month following the Date of Termination. If Executive is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Executive’s separation from service (orfederal gross taxable income, if earlierthe amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, upon Executive’s death) and the remaining reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Executive to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. Notwithstanding any provision in this Agreement to the contrary, (x) Executive shall have no right to determine, directly or indirectly, the year of any payment subject to Section 409A; (y) if Executive does not sign the release required by Section 10(e) of this Agreement within the release consideration period or revokes the release before it become effective, Executive shall forfeit any right to the payments; and (z) if the release consideration period begins in one taxable year and ends in a second taxable year, any payments that would have been made in the first taxable year shall be made in the second taxable year to the extent required by Section 409A and the regulations and guidance issued thereunder. Finally, any installment payments shall begin on such date in accordance with the schedule provided in under this Agreement. To the extent permitted by Section 409A, each payment hereunder Agreement shall be deemed to be treated as a separate payment for purposes of Section 409A. In the event that the parties reasonably agree that this Agreement or the payments under this Agreement do not comply with Section 409A, the parties shall cooperate to modify this Agreement to comply with Section 409A of the Codewhile endeavoring to maintain its economic intent.

Compliance with Section 409A. This The parties to this Agreement is intended intend that the Agreement complies with Section 409A of the Code, where applicable, and this Agreement will be interpreted in a manner consistent with that intention. Notwithstanding any other provisions of this Agreement to comply the contrary, and solely to the extent necessary for compliance with Section 409A of the requirements Code, if as of the date of Executive’s “separation from service” (within the meaning of Section 409A of the Code and the applicable regulations) from TMP, (i) Executive is deemed to be a “specified employee” (within the meaning of Section 409A of the Code), and (ii) TMP or any member of a controlled group including TMP is publicly traded on an established securities market or otherwise, no payment or other distribution required to be made to Executive hereunder (including any payment of cash, any transfer of property and any provision of taxable benefits) solely as a result of Executive’s separation from service will be made earlier than the exceptions theretofirst day of the seventh month following the date on which the Executive separates from service with TMP, or if earlier within thirty (30) days of the Executive’s date of death following the date of such separation. Notwithstanding the foregoing, this provision will not apply to (a) all payments on separation from service that satisfy the short-term deferral rule of Treas. Reg. §1.409A-1(b)(4), (b) to the extent applicableportion of the payments on separation from service that satisfy the requirements for separation pay due to an involuntary separation from service under Treas. Reg. §1.409A-1(b)(9)(iii), and shall (c) to any payments that are otherwise exempt from the six month delay requirement of the Treasury Regulations under Code Section 409A. Notwithstanding anything to the contrary herein, a termination of employment will not be interpreted and administered accordingly. If deemed to have occurred for purposes of any provision contained in of this Agreement conflicts with providing for the requirements payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code (or the exemptions intended to apply under and, for purposes of any such provision of this Agreement), this Agreement shall be deemed references to be reformed to comply with the requirements a “resignation,” “termination,” “termination of employment,” or like terms will mean a separation from service. For purposes of Section 409A of the Code (or applicable exemptions thereto)Code, each payment made under this Agreement will be designated as a “separate payment” within the meaning of the Section 409A of the Code. Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement except to the Severance Benefits under Section 5 hereofextent any expense, (a) Executive’s employment shall reimbursement or in-kind benefit provided pursuant to this Agreement does not be deemed to have terminated unless and until Executive incurs constitute a “separation from servicedeferral of compensation” as defined in within the meaning of Section 409A of the Code, and : (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (ix) the amount of expenses eligible for reimbursement hereunder or in-kind benefits provided to Executive during a taxable any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other taxable calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed will be made on or before the last day of the calendar year or following the calendar year in which the applicable expense is incurred, and (iiz) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeany other benefit.

Compliance with Section 409A. This Agreement is intended The Company makes no representations regarding the tax implications of the compensation and benefits to comply with the requirements of be paid to Executive under this Agreement, including without limit, under Section 409A of the Code (including Code. It is the exceptions thereto)intention of the parties hereto that payments and benefits under this Agreement be exempt from, or in compliance with, Section 409A and accordingly, to the maximum extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement)permitted, this Agreement shall be deemed interpreted to be reformed exempt from or in compliance with Section 409A. To the extent any payments of money or other benefits due to comply with Executive under this Agreement could cause the requirements application of an acceleration or additional tax under Section 409A of the Code (409A, such payments or applicable exemptions thereto). Notwithstanding anything other benefits shall be deferred if deferral will make such payments or other benefits compliant under Section 409A, or otherwise such payments or other benefits shall be restructured, to the contrary hereinextent possible, for purposes in a manner determined by the Company that does not cause such acceleration or additional tax. With respect to any amount payable or benefit provided that the Company reasonably determines would be nonqualified deferred compensation subject to Section 409A, all references in this Agreement to Executive's termination of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a mean his “separation from service” as defined in within the meaning of Section 409A and Treasury regulations promulgated thereunder. Notwithstanding any other provision in this Agreement, if as of the Codedate on which Executive's employment terminates, Executive is a "specified employee" within the meaning of Section 409A and the regulations as determined by the Company, then to the extent any amount payable or benefit provided under this Agreement that the Company reasonably determines would be nonqualified deferred compensation subject to Section 409A, that under the terms of this Agreement would be payable prior to the six-month anniversary of Executive's effective date of termination, such payment or benefit shall be delayed until the earlier to occur of (a) the six-month anniversary of such termination date or (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service's death. Reimbursement In the case of taxable benefits that constitute deferred compensation, the Company, in lieu of a delay in payment, may require Executive to pay the full costs of such benefits during the period described in the preceding sentence and reimburse that Executive for said costs within thirty (30) calendar days after the end of such period. With respect to any reimbursements under this Agreement, such reimbursement shall be made on or before the last day of Executive's taxable year following the taxable year in which the expense was incurred by Executive. The amount of any expenses provided eligible for in reimbursement or the amount of any in-kind benefits provided, as the case may be, under this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of during any calendar year following the year such expenses were incurred) and in no event shall (i) not affect the amount of expenses eligible for reimbursement hereunder or the amount of any in-kind benefits provided during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the calendar year. The right to reimbursement or to any in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for another any other benefit. Notwithstanding anything to the contrary herein, if a Each payment or benefit made under this Agreement is due to shall be designated a “separation from serviceseparate payment” for purposes of within the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements meaning of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.409A.

Compliance with Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto)and will be interpreted, to the extent applicable, administered and shall be interpreted and administered accordingly. If any provision contained operated in this Agreement conflicts a manner consistent with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto)that intent. Notwithstanding anything herein to the contrary hereincontrary, for purposes if at the time of determining Executive’s entitlement to your separation from service with the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs Company you are a “separation from servicespecified employee” as defined in Section 409A of the Code (and the regulations thereunder) and any payments or benefits otherwise payable hereunder as a result of such separation from service are subject to Section 409A of the Code, and (b) then the effective date Company will defer the commencement of the payment of any termination such payments or resignation of employment benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to you) until the date that is six months following your separation from service with the Company (or the earliest date as is permitted under Section 409A of the Code), and the Company will pay any similar term) such delayed amounts in a lump sum at such time. If any other payments of money or other benefits due to you 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 effective date Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to you under this Agreement constitute “deferred compensation” under Section 409A of Executive’s separation from servicethe Code, any such reimbursements or in-kind benefits shall be paid to you in a manner consistent with Treas. Reimbursement of any expenses provided for in Reg. Section 1.409A-3(i)(l)(iv). Each payment made under this Agreement shall be made designated as a “separate payment” within the meaning of Section 409A of the Code. References to “termination of employment” and similar terms used in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due are intended to a refer to “separation from service” for purposes within the meaning of Section 409A of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, Code to the extent necessary to comply with the requirements of Section 409A of the Code, be made on . The Company shall consult with you in good faith regarding the later implementation of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section Section 10.15; provided that neither the Company nor any of its employees or representatives shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance have any liability to you with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed respect to be a separate payment for purposes of Section 409A of the Codethereto.

Compliance with Section 409A. This The provisions of this Agreement is are intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or all applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply respects with the requirements of Section 409A of the Code, and shall be made on construed so as to comply with such section. Notwithstanding anything to the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (orcontrary herein, if earlierExecutive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any amounts (or benefits) otherwise payable to or in respect of him pursuant this Agreement, the date payment of Executive’s death). Any installment payments that are which is required to be delayed pursuant to the provisions of this section Section 409A of the Code shall be accumulated and paid in a lump sum on so delayed until the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such earliest date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A409A(a)(2) of the Code. Without limiting the generality of the foregoing, each payment hereunder shall be deemed in the event necessary to be a separate payment for purposes comply with the provisions of Section 409A of the Code and the guidance issued thereunder (a) reimbursements to Executive as a result of the operation of Section 1(a)(iii) hereof shall be made not later than the end of the calendar year following the year in which the reimbursable expense is incurred and (b) if Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any reimbursements to Executive as a result of the operation of 1(a)(iii) with respect to a reimbursable event within the first six months following the date of Employment Termination shall be made as soon as practicable following the date which is six months and one day following the date of Employment Termination (subject to clause (a) of this sentence). The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A of the Code including, if necessary, amending the agreement based on further guidance issued by the Internal Revenue Service from time to time, provided that the Company shall not be required to assume any increased economic burden in connection with such amendment.

Compliance with Section 409A. This Agreement is intended to comply with with, or be exempt from, the requirements of Section 409A of the Code and the regulations promulgated thereunder (including together, “Section 409A”). Accordingly, all provisions herein shall be construed and interpreted to comply with, or to be exempt from, Section 409A. This Agreement may be amended at any time by the exceptions thereto)Company, without the consent of the Participant, to avoid the extent applicableapplication of Section 409A in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Section 409A, and but the Company shall not be interpreted and administered accordinglyunder any obligation to make any such amendment. If any provision contained Nothing in this Agreement conflicts with shall provide a basis for any person to take action against the requirements Company or any of its Subsidiaries or Affiliates based on matters covered by Section 409A 409A, including the tax treatment of the Code (any amount paid or the exemptions intended to apply Performance Shares granted under this Agreement), and neither the Company nor any of its Subsidiaries or Affiliates shall under any circumstances have any liability to Participant or his or her estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement shall be deemed to be reformed to comply with the requirements of Agreement, including taxes, penalties or interest imposed under Section 409A of the Code (or applicable exemptions thereto). 409A. Notwithstanding anything any provision to the contrary hereinin this Agreement, for purposes if shares of determining ExecutiveCommon Stock or other amounts become issuable or distributable under this Agreement by reason of the Participant’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service,” as defined in within the meaning of Section 409A of the Code409A, and (b) the effective date Participant is a “specified employee,” within the meaning of any termination or resignation Section 409A, at the time of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service,” for purposes the shares of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to Common Stock shall not be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, issued or distributed to the extent necessary Participant prior to comply with the requirements of Section 409A of the Code, be made on the later earlier of (xi) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh (7th) month following Executivethe date of the Participant’s separation Separation from service Service or (orii) the date of the Participant’s death, if earliersuch delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i). Upon the expiration of the applicable Section 409A(a)(2)(B)(i) deferral period, upon Executive’s death) and any shares of Common Stock underlying the remaining installment payments shall begin on such date in accordance with the schedule provided in Performance Shares issued pursuant to this Agreement. To , the extent permitted by delivery of which is deferred pursuant to this Section 409A11, each payment hereunder shall be deemed issued or distributed (without interest) to be a separate payment for purposes of Section 409A of the CodeParticipant.

Compliance with Section 409A. This The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with, Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder (“Section 409A”), including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that anything provided hereunder may be subject to Section 409A, the Company reserves the right (without any obligation to do so or to indemnify the Participant for failure to do so) to adopt such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are necessary or appropriate to (a) exempt the RSU Award under this Agreement from Section 409A and/or preserve the intended tax treatment of the RSU Award provided with respect to this Agreement or (b) comply with the requirements of Section 409A. Notwithstanding any provision in this Agreement to the contrary, if and to the extent that any amount payable hereunder constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A and such deferral is intended required to comply with the requirements of Section 409A of the Code (including the exceptions theretoand not exempt therefrom), then: (a) to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of required by Section 409A any references to termination of the Code employment (or the exemptions intended to apply under this Agreement), this Agreement similar references) shall be deemed a reference to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “"separation from service” as defined in " within the meaning of Section 409A 1.409A-1(h) of the Code, Department of Treasury Regulations; and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive Participant is determined to be a “"specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements " for purposes of Section 409A 409A(a)(2)(B)(i) of the Code, then no payment that is payable on account of Participant's "separation from service" shall be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) before the date that is at least six (6) months after the date of Executive’s Participant's "separation from service service" (or, or if earlier, the date of Executive’s Participant's death). Any installment , but rather all such payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum made on the first day date that is five business days after the expiration of that six month period. For the avoidance of doubt, no payment shall be delayed for six months after Participant's "separation from service" if it constitutes a "short term deferral" within the meaning of Section 1.409A-1(a)(4) of the seventh month following Executive’s Department of Treasury Regulations. For purposes of Section 409A, Participant's right to receive payments hereunder shall be treated as a right to receive a series of separate and distinct payments. The determination of whether Participant is a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of Participant's separation from service (or, if earlier, upon Executive’s death) and shall be made by the remaining installment payments shall begin on such date Company in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes terms of Section 409A of the Code.409A.

Compliance with Section 409A. Both WM and Employee intend that this Agreement not result in unfavorable tax consequences to Employee under Section 409A. Accordingly, Employee consents to any amendment of this Agreement WM may reasonably make consistent to achieve that intention and WM may, disregarding any other provision in this Agreement to the contrary, unilaterally execute such amendment to this Agreement. WM shall promptly provide, or make available to, Employee a copy of any such amendment. WM agrees to make any such amendments to preserve the intended benefits to the Employee to the maximum extent possible. This paragraph does not create an obligation on the part of WM to modify this Agreement and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Section 409A. Each cash and/or stock payment and/or benefit provided under the Plan and this Agreement and/or pursuant to the terms of WM’s benefit plans, programs and policies shall be considered a separate payment for purposes of Section 409A. For purposes of Section 409A, to the extent that Employee is intended a “specified employee” within the meaning of the Treasury Regulations issued pursuant to comply with Section 409A as of Employee’s separation from service and to the requirements limited extent necessary to avoid the imputation of any tax, penalty or interest pursuant to Section 409A, notwithstanding anything to the contrary in this Agreement, no amount which is subject to Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements is payable on account of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of ExecutiveEmployee’s separation from service shall be paid to Employee before the date (the “Delayed Payment Date”) which is the first day of the seventh month after the Employee’s separation from service or, if earlier, the date of Executivethe Employee’s death)death following such separation from service. Any installment payments All such amounts that are delayed pursuant would, but for the immediately preceding sentence, become payable prior to the provisions of this section shall Delayed Payment Date will be accumulated and paid in a lump sum without interest on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the CodeDelayed Payment Date.

Compliance with Section 409A. This In the event that (i) one or more payments of compensation or benefits received or to be received by Executive pursuant to this Agreement is intended (“Agreement Payment”) would constitute deferred compensation subject to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined deemed at the time of such termination of employment to be a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such Agreement Payment shall not be made or commence until the earlier of (A) the day following the expiration of the six (6)-month period measured from the date of Executive’s “separation from service” (as determined such term is at the time defined in Treasury Regulations under Treas. Reg. § 1.409A-1(i))Section 409A of the Code) with the Company or (B) such earlier time permitted under Section 409A of the Code and the regulations or other authority promulgated thereunder; provided, however, that such payment shall, deferral shall only be effected to the extent necessary required to comply with the requirements of avoid adverse tax treatment to Executive under Section 409A of the Code, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be made liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period in which an Agreement Payment to Executive is deferred pursuant to the foregoing, Executive shall be entitled to interest on the later deferred Agreement Payment at a per annum rate equal to the highest rate of interest applicable to six (x) 6)-month non-callable certificates of deposit with daily compounding offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date specified by of such separation from service. Upon the foregoing provisions expiration of the applicable deferral period, any Agreement Payment which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Executive or Executive’s beneficiary in one lump sum, including all accrued interest. Termination of employment (and corollary terms) for purposes of this Agreement or (y) the date that is six (6) months after the date of Executive’s shall mean a separation from service (or, if earlier, within the date meaning of Executive’s deathTreasury Regulation § 1.409A-1(h). Any installment payments that are delayed pursuant Executive shall not be deemed to have separated from service if Executive continues to provide services to the provisions of this section shall be accumulated and paid in a lump sum on the first day Company at an annual rate that is fifty percent or more of the seventh month following Executive’s services rendered, on average, during the immediately preceding three full years of employment with the Company (or if employed by the Company less than three years, such lesser period); provided, however, that a separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall will be deemed to be a separate payment for have occurred if Executive’s service with the Company is reduced to an annual rate that is less than twenty percent of the services rendered, on average, during the immediately preceding three full years of employment with the Company (or if employed by the Company less than three years, such lesser period). For purposes of this Section 409A 3.7 only and for determining whether Executive has experienced a separation from service, the “Company” shall mean the Company and its affiliates that are treated as a single employer under section 414(b) or (c) of the Code.

Compliance with Section 409A. This Agreement is intended Notwithstanding anything herein to comply the contrary, (i) if at the time of Executive’s Termination of Employment with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Company Executive incurs is a “separation from servicespecified employee” as defined in Section 409A of the Code, and (b) the effective date deferral of the commencement of any termination payments or resignation benefits otherwise payable hereunder as a result of employment such Termination of Employment is necessary in order to prevent the imposition of 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 (or the earliest date as is permitted under Section 409A of the Code), (ii) any similar termreimbursements provided under the Agreement, including, but not limited to, in Sections 8.a.(iii)(c) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement and 13(p), shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar Executive’s taxable year following Executive’s taxable year in which such expense was incurred; in addition, the year such expenses were incurred) and in no event shall (i) the amount of expenses amounts eligible for reimbursement hereunder reimbursement, or in-kind benefits to be provided, during a any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is Agreement, and (iii) if any other payments of money or other benefits due to a “separation from service” for purposes Executive hereunder could cause the application of the rules an accelerated or additional tax under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement such payments or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section other benefits shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, deferred if earlier, upon Executive’s death) and the remaining installment payments shall begin on deferral will make such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of 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 or any duly authorized committee thereof, that does not cause such an accelerated or additional tax or result in an additional cost to the Company. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 13(o); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto.

Compliance with Section 409A. This The provisions of this Agreement is are intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or all applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply respects with the requirements of Section 409A of the Code, and shall be made on construed so as to comply with such section. Notwithstanding anything to the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (orcontrary herein, if earlierExecutive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any amounts (or benefits) otherwise payable to or in respect of him pursuant this Agreement, the date payment of Executive’s death). Any installment payments that are which is required to be delayed pursuant to the provisions of this section Section 409A of the Code shall be accumulated and paid in a lump sum on so delayed until the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such earliest date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A409A(a)(2) of the Code. Without limiting the generality of the foregoing, each payment hereunder shall be deemed in the event necessary to be a separate payment for purposes comply with the provisions of Section 409A of the Code and the guidance issued thereunder (a) reimbursements to Executive as a result of the operation of Section 1(a)(iii) or Section 3 hereof shall be made not later than the end of the calendar year following the year in which the reimbursable expense is incurred and (b) if Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any reimbursements to Executive as a result of the operation of 1(a)(iii) or Section 3 with respect to a reimbursable event within the first six months following the date of Employment Termination shall be made as soon as practicable following the date which is six months and one day following the date of Employment Termination (subject to clause (a) of this sentence). The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A of the Code including, if necessary, amending the agreement based on further guidance issued by the Internal Revenue Service from time to time, provided that the Company shall not be required to assume any increased economic burden in connection with such amendment.

Compliance with Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply construed consistently with the requirements of Section 409A of the Code (mutual intent that all payments and benefits required hereunder be exempt from or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on as amended, and the later of Treasury regulations thereunder (x) the date specified by the foregoing provisions “Section 409A”). If any provision of this Agreement is ambiguous but a reasonable interpretation of the provision would either cause this Agreement to be exempt from or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earliercomply with Section 409A, the date of Executive’s death). Any installment payments parties intend that are delayed pursuant to the provisions of this section shall Agreement be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date construed in accordance with the schedule interpretation that would cause this Agreement to be exempt from or comply with Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided in under this Agreement. To the extent permitted by Agreement are exempt from or comply with Section 409A, each and nothing in this Agreement shall require the Company to satisfy Employee’s obligation to pay, or indemnify Employee with respect to, required taxes on any amounts or benefits provided under this Agreement, including any taxes imposed under Section 409A. Each installment payment hereunder shall be deemed under this Agreement is intended to be treated as a separate payment for purposes of Section 409A. A termination of employment will not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits that are considered “nonqualified deferred compensation” under Section 409A unless such termination is also a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Employee, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treas. Reg. Section 1.409A-1(b)(9) will be payable until Employee has a “separation from service” within the Codemeaning of Section 409A. If, upon separation from service, Employee is a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and triggered by a separation from service and would otherwise be paid within six months after Employee’s separation from service will instead be paid in the seventh month following Employee’s separation from service (to the extent required by Section 409A(a)(2)(B)(i)).

Compliance with Section 409A. This All references in this Agreement is intended to comply with the requirements Executive’s termination of employment shall mean his separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (including the exceptions thereto), “Code”) and Treasury regulations promulgated thereunder. In the event the terms of this Agreement would subject the Executive to the extent applicable, imposition of taxes and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section penalties (“409A of the Code (or the exemptions intended to apply Penalties”) under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, the Company and the Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. Notwithstanding any other provision in this Agreement, if as of the date on which the Executive’s employment terminates, the Executive is a “specified employee” as determined by the Company, then to the extent any amount payable or benefit provided under this Agreement that the Company reasonably determines would be nonqualified deferred compensation within the meaning of Section 409A of the Code, that under the terms of this Agreement would be payable prior to the six-month anniversary of the Executive’s effective date of termination, such payment or benefit shall be delayed until the earlier to occur of (a) the six-month anniversary of such termination date or (b) the effective date of the Executive’s death. In the case of taxable benefits that constitute deferred compensation, the Company, in lieu of a delay in payment, may require the Executive to pay the full costs of such benefits during the period described in the preceding sentence and reimburse that Executive for said costs within thirty (30) calendar days after the end of such period. With respect to any termination or resignation of employment (or any similar term) reimbursements under this Agreement, such reimbursement shall be made on or before the effective date last day of the Executive’s separation from servicetaxable year following the taxable year in which the expense was incurred by the Executive. Reimbursement The amount of any expenses provided eligible for in reimbursement or the amount of any in-kind benefits provided, as the case may be, under this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of during any calendar year following the year such expenses were incurred(including without limitation pursuant to Sections 9 and 22) and in no event shall (i) not affect the amount of expenses eligible for reimbursement hereunder or the amount of any in-kind benefits provided during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the calendar year. The right to reimbursement or to any in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for another any other benefit. Notwithstanding anything The Executive acknowledges and agrees that notwithstanding this Section 10 or any other provision of this Agreement, the Company and its Affiliates are not providing him with any tax advice with respect to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later Code or otherwise and are not making any guarantees or other assurances of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant any kind to the provisions Executive with respect to the tax consequences or treatment of this section shall be accumulated and any amounts paid in a lump sum on or payable to the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in Executive under this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement It is intended that the Severance and Accelerated Vesting set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (including the exceptions thereto“Code”) (Section 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-l(b)(4), to the extent applicable, 1.409A-l(b)(5) and shall be interpreted and administered accordingly1.409A-l(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations 1.409A- 2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance or Accelerated Vesting constitute “deferred compensation” under Section 409A and you are, on the date of your Qualifying Termination, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of adverse personal tax consequences under Section 409A, the timing of the Severance and Accelerated Vesting shall be delayed until the earliest of: (i) the date that is six (6) months and one (1) day after the date of your Qualifying Termination, (ii) the date of your death, or (iii) such earlier date as permitted under Section 409A 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, all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the exemptions intended to apply under this Agreementsuccessor entity thereto, as applicable), this Agreement and any remaining payments due shall be deemed to paid as otherwise provided herein. No interest shall be reformed to comply with due on any amounts so deferred. If the requirements Severance and Accelerated Vesting benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Qualifying Termination, the Release will not be deemed effective any earlier than the Release Deadline. The Severance and Accelerated Vesting benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the Code (or applicable exemptions thereto)extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under extent required to comply with Section 5 hereof409A, (a) Executive’s a termination of employment shall not be deemed to have terminated 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 and until Executive incurs such termination is also a “separation from service” as defined in within the meaning of Section 409A of the Code, and (b) the effective date of any termination 409A. With respect to reimbursements or resignation of employment in-kind benefits provided to you hereunder (or any similar termotherwise) that are not exempt from Section 409A, the following rules shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall apply: (i) the amount of expenses eligible for reimbursement hereunder reimbursement, or in-kind benefits provided, during a any one of your taxable year years shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefit to be provided in any other taxable year or year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary hereinXxxxxxx Xxxxxxx February 9, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.2021

Compliance with Section 409A. This All references in this Agreement is intended to comply with Executive’s termination of employment shall mean his “separation from service” within the requirements meaning of Section 409A of the Code and Treasury regulations promulgated thereunder. In the event that any payment under this Agreement would subject Executive to the imposition of taxes and penalties (including “409A Penalties”) under Section 409A unless the exceptions thereto)payment is delayed, the payment shall be delayed in such manner as to avoid the 409A penalties. In the event any term of this Agreement would subject Executive to the imposition of 409A Penalties, the Company and Executive shall cooperate diligently to amend such term of this Agreement to avoid such 409A Penalties, to the extent applicable, and shall be interpreted and administered accordinglypossible. If Notwithstanding any other provision contained in this Agreement conflicts with Agreement, if as of the requirements date on which Executive’s employment terminates, Executive is a “specified employee” within the meaning of Section 409A of and the Code (regulations as determined by the Company, then to the extent any amount payable or the exemptions intended to apply benefit provided under this Agreement)Agreement that the Company reasonably determines would be nonqualified deferred compensation within the meaning of Section 409A, that under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s effective date of termination, such payment or benefit shall be deemed delayed until the earlier to be reformed to comply with the requirements occur of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A the six-month anniversary of the Code, and such termination date or (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from servicedeath. Reimbursement In the case of taxable benefits that constitute deferred compensation, the Company, in lieu of a delay in payment, may require Executive to pay the full costs of such benefits during the period described in the preceding sentence and reimburse Executive for said costs within thirty (30) calendar days after the end of such period. With respect to any reimbursements under this Agreement, such reimbursement shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred by Executive. The amount of any expenses provided eligible for in reimbursement or the amount of any in-kind benefits provided, as the case may be, under this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of during any calendar year following the year such expenses were incurred) and in no event shall (i) not affect the amount of expenses eligible for reimbursement hereunder or the amount of any in-kind benefits provided during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the calendar year. The right to reimbursement or to any in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for another any other benefit. Notwithstanding anything to the contrary herein, if a payment or benefit If under this Agreement an amount is due to a “separation from service” paid in two or more installments, for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder installment shall be deemed to be treated as a separate payment for purposes of Section 409A of the Codepayment.

Compliance with Section 409A. This Agreement It is intended to comply with that the requirements severance payments and benefits provided under this Section 6 be exempt from the provisions of Section 409A of the Code (including the exceptions thereto), to the fullest extent applicablepossible. To the extent that any such payment or benefit is subject to Section 409A then, and shall be interpreted and administered accordingly. If any provision contained notwithstanding anything in this Agreement conflicts with to the requirements of Section 409A of the Code (or the exemptions intended to apply contrary, any amount that becomes payable under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes Employee upon the Employee’s termination of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated paid unless such termination of employment constitutes a separation from service under Section 409A and payment of any severance amount under Section 6 shall not commence until Executive incurs a sixty (60) days after such separation from service. A “separation from service” as defined means a separation from service with the Company and all other persons or entities with whom the Company would be considered a single employer under Section 409A. If the Company determines in good faith that the Employee is a “specified employee” under Section 409A of then, to the Codeextent required under Section 409A, and (b) any amount that otherwise would be payable to the effective date of any termination or resignation of employment (or any similar term) shall be Employee during the effective date of Executivesix-month period following the Employee’s separation from serviceservice shall be suspended until the lapse of such six-month period (or, if earlier, the date of death of the Employee). Reimbursement The amount that otherwise would be payable to the Employee during such period of suspension shall be paid in a single payment on the day following the end of such six-month period (or, if such day is not a business day, on the next succeeding business day) or within thirty (30) days following the death of the Employee during such six-month period, provided that the death of the Employee during such six-month period shall not cause the acceleration of any amount that otherwise would be payable on any date during such six-month period following the date of the Employee’s death. Any amounts not subject to the suspension described in the preceding sentence shall be paid as otherwise provided in this Agreement. Any in-kind benefits provided and expenses provided eligible for in reimbursement under this Agreement shall be made in accordance with paid pursuant to the Company’s policies (as applicable) with respect thereto as in effect from time to time (reimbursement policies, but in no event later than shall any reimbursement be paid after the end last day of calendar the taxable year following the taxable year such expenses were incurred) and in no event shall (i) which the expense was incurred by the Employee. The amount of in-kind benefits provided or reimbursable expenses eligible for reimbursement hereunder during a incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year or (ii) the year. Such right to reimbursement be or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This All payments and benefits under this Agreement is are intended to comply with be excluded from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (including the exceptions theretohereinafter collectively referred to as “Section 409A”), to the extent applicable, and shall or be interpreted and administered accordingly. If any provision contained payable in this Agreement conflicts compliance with the requirements of Section 409A 409A, as applicable, and, to the extent that the provisions of the Code (or the exemptions intended to apply under this Agreement), this Agreement are subject to Section 409A, they shall be deemed to be reformed construed and interpreted to comply with the requirements Section 409A and any payments will be made in a manner which is not in violation of Section 409A 409A. Without limiting the generality of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinforegoing, for purposes of determining Executive’s entitlement to this Agreement (including paragraph 6 hereof), the Severance Benefits under Section 5 hereof, (a) Executive’s employment Executive shall not be deemed considered to have terminated unless and until Executive incurs a termination of employment only if such termination is a “separation from service” as defined in within the meaning of Section 409A of 409A. If the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (within the meaning of Section 409A and one or more of the payments to be received by the Executive pursuant to this Agreement would be considered deferred compensation subject to Section 409A, then, except as determined may otherwise be permitted under TreasSection 409A, no such payment will be made before six months after the Executive’s termination of employment. Reg. § 1.409A-1(i))In the event that any payment is subject to the foregoing delay, such payment shall, to which the extent necessary to comply with Executive would otherwise be entitled during the requirements of Section 409A period of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall such delay will be accumulated and paid on the first business day following the expiration of such delay. Furthermore, in a lump sum the event that any payment is subject to the foregoing delay, then the Corporation shall, at its sole expense, (i) establish an irrevocable grantor trust in the form prescribed by Revenue Procedure 92-64 (the “Trust”) and contribute the amount of such payment to the Trust within 60 days after the Executive’s termination of employment, and (ii) direct the trustee of the Trust to pay such amount, together with the earnings of the Trust, less applicable withholding and payroll deductions, to the Executive on the first day following the expiration of such delay (subject only to the seventh month following Executivelimitations with respect to the Corporation’s separation from service (orinsolvency, if earlierany, upon Executive’s death) and as prescribed under the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the CodeTrust).

Compliance with Section 409A. This Agreement It is intended that the Severance Benefits set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (including the exceptions thereto“Code”) (Section 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A of the Code (or the exemptions intended to apply under this Agreement)including, this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinwithout limitation, for purposes of determining Executive’s entitlement Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute “deferred compensation” under Section 5 hereof409A and you are, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of on the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation your Separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary hereinService, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (as determined under Treas. Reg. § 1.409A-1(i)a “Specified Employee”), such payment shallthen, solely to the extent necessary to comply with avoid the requirements incurrence of adverse personal tax consequences under Section 409A 409A, the timing of the Code, Severance Benefits shall be made on delayed until the later of earliest of: (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six (6) months and one (1) day after your Separation from Service date, (ii) the date of Executive’s separation from service your death, or (oriii) such earlier date as permitted under Section 409A 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, if earlier, the date of Executive’s death). Any installment all payments that are delayed or benefits deferred pursuant to the provisions of this section Section 15 shall be accumulated and paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the first day Severance Benefits are not covered by one or more exemptions from the application of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) Section 409A and the remaining installment payments shall begin on such date Release could become effective in accordance the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance Benefits are intended to qualify for an exemption from application of Section 409A or comply with the schedule provided in this Agreement. To its requirements to the extent permitted by necessary to avoid adverse personal tax consequences under Section 409A, each payment hereunder and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of employment shall not be deemed to be a separate payment 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” within the meaning of Section 409A 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the Codeexpenses eligible for reimbursement, or in-kind benefit to be provided in any other taxable year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Compliance with Section 409A. This The parties intend that the payments and benefits contemplated in this Agreement is intended to comply with the requirements of either be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and other guidance promulgated thereunder (including the exceptions theretocollectively, “Section 409A”), to the extent applicableor be provided in a manner that complies with Section 409A, and any ambiguity herein shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts so as to be consistent with the requirements intent of this Section 409A Notwithstanding anything herein to the contrary, all payments and benefits which are payable hereunder upon Executive’s termination of the Code (or the exemptions intended to apply under this Agreement), this Agreement employment shall be deemed to be reformed to comply with the requirements paid or provided only upon a termination of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs that constitutes a “separation from service” as defined in from the Company within the meaning of Section 409A 409A. In furtherance of the Codethis Section 6, and (b) notwithstanding anything herein to the effective date of contrary, to the extent any termination in-kind benefit or resignation of employment (reimbursement to be paid or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in under this Agreement shall be made in accordance with constitutes a “deferral of compensation” within the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end meaning of calendar year following the year such expenses were incurred) and in no event shall Section 409A, then (i) the amount of expenses eligible for reimbursement hereunder or the provision of any in-kind benefit (within the meaning of Section 409A) to Executive during a taxable any calendar year shall not affect the amount of expenses eligible for reimbursement or provided as in-kind benefits to Executive in any other taxable calendar year or (subject to any lifetime and other annual limits provided under the Company’s group health plans); (ii) any reimbursements for expenses incurred by Executive/e shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; (iii) Executive shall not be entitled to any in-kind benefits or reimbursement for any expenses incurred subsequent to the end of the second calendar year following the calendar year in which Executive incurs a termination of employment; and (iv) the right to any such reimbursement or in-kind benefit may not be subject to liquidation liquidated or exchange exchanged for another any other benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement is intended The Company makes no representations regarding the tax implications of the compensation and benefits to comply with the requirements of be paid to Executive under this Agreement, including without limit, under Section 409A of the Internal Revenue Code of 1986, as amended (including the exceptions thereto“Code”), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained All references in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s termination of employment shall not be deemed to have terminated unless and until Executive incurs a mean his “separation from service” as defined in within the meaning of Section 409A and Treasury regulations promulgated thereunder. In the event the terms of this Agreement would subject Executive to the imposition of taxes and penalties (“409A Penalties”) under Section 409A, the Company and Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible. Notwithstanding any other provision in this Agreement, if as of the Codedate on which Executive’s employment terminates, Executive is a “specified employee” within the meaning of Section 409A and the regulations as determined by the Company, then to the extent any amount payable or benefit provided under this Agreement that the Company reasonably determines would be nonqualified deferred compensation within the meaning of Section 409A, that under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s effective date of termination, such payment or benefit shall be delayed until the earlier to occur of (a) the six-month anniversary of such termination date or (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from servicedeath. Reimbursement In the case of taxable benefits that constitute deferred compensation, the Company, in lieu of a delay in payment, may require Executive to pay the full costs of such benefits during the period described in the preceding sentence and reimburse that Executive for said costs within thirty (30) calendar days after the end of such period. With respect to any reimbursements under this Agreement, such reimbursement shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred by Executive. The amount of any expenses provided eligible for in reimbursement or the amount of any in-kind benefits provided, as the case may be, under this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of during any calendar year following the year such expenses were incurred) and in no event shall (i) not affect the amount of expenses eligible for reimbursement hereunder or the amount of any inkind benefits provided during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the calendar year. The right to reimbursement or to any inkind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for another any other benefit. Notwithstanding anything to the contrary herein, if a Each payment or benefit made under this Agreement is due to shall be designated a “separation from serviceseparate payment” for purposes of within the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements meaning of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.409A.

Compliance with Section 409A. This Any provisions of the Agreement is intended that are subject to comply with the requirements of Section 409A of the Code (including “Section 409A”) are intended to comply with all applicable requirements of Section 409A, or an exemption from the exceptions thereto), to the extent applicableapplication of Section 409A, and shall be interpreted and administered accordingly. If Any ambiguous provision will be construed in a manner that is compliant with, or exempt from, the application of Section 409A. Notwithstanding any provision contained in of this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereincontrary, for purposes a termination of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit that constitutes “non-qualified deferred compensation” (within the meaning of Section 409A) upon or following a termination of the Executive’s employment unless and until Executive incurs such termination is also a “separation from service” as defined in within the meaning of Section 409A of the Codeand, and (b) the effective date for purposes of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary hereinprovision, if a payment or benefit under this Agreement is due references herein to a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Section 409A. Notwithstanding any provision of this Agreement to the contrary, if any payment or other benefit provided herein would be subject to additional taxes and interest under Section 409A because the timing of such payment is not delayed as required by Section 409A for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee,” then if the Executive is on the applicable date a specified employee, any such payment that the Executive would otherwise be entitled to receive during the first six months following his “separation from service” (as determined defined under Treas. Reg. § 1.409A-1(i))Section 409A) shall be accumulated and paid, such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of within ten (x10) the date specified by the foregoing provisions of this Agreement or (y) days after the date that is six (6) months after following the Executive’s date of Executive’s “separation from service (orservice,” or such earlier date upon which such amount can be paid under Section 409A without being subject to such additional taxes and interest such as, if earlierfor example, upon the date of Executive’s death). Any installment payments With respect to any amounts or benefits that are delayed pursuant subject to the provisions of Section 409A, this section Agreement shall in all respects be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date administered in accordance with the schedule provided in Section 409A. Each payment under this Agreement. To the extent permitted by Section 409A, each payment hereunder Agreement shall be deemed to be treated as a separate payment for purposes of Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A shall be made or provided in accordance with the requirements of Section 409A. Within the Code.time period permitted by Section 409A, Callon may, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary and without any diminution in the value of payments or other benefits to the Executive hereunder, in order to avoid the imposition of accelerated tax, additional tax and/or penalties on the Executive under Section 409A.

Compliance with Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary hereinAgreement, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined by the Company to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to within the extent necessary to comply meaning of Code Section 409A(a)(2)(B)(i) at the time of his separation from service with the requirements Company and if any payment or benefit to which he shall become entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A 409A(a)(2)(B)(i) of the Code, no such payment or benefit payable or provided to Executive shall be made on paid or provided to Executive prior to the later earlier of (xi) the expiration of the six (6) month period following the date of Executive’s “separation from service” (as such term is defined by Code Section 409A and the regulations promulgated thereunder), or (ii) the date specified by of Executive’s death, but only to the foregoing provisions of this Agreement extent such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The payments and benefits to which Executive would otherwise be entitled during the first six (6) months following his separation from service shall be accumulated and paid or (y) provided, as applicable, in a lump sum, on the first payroll date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first one day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the any remaining installment payments shall begin on such date or benefits will be paid in accordance with the schedule provided in normal payment dates specified for them herein. Further, if any insurance or benefits continued by the Company pursuant to this Agreement. To Agreement are taxable to Executive, any payment by the extent permitted by Section 409ACompany for any such insurance or benefits shall equal the cost of such insurance or benefit, each payment hereunder shall be deemed paid on a monthly basis and shall comply with the requirement that non-qualified deferred compensation be paid on a specified date or pursuant to be a separate payment for purposes of Section 409A of the Codefixed schedule.

Compliance with Section 409A. This Agreement It is intended that the Severance and Accelerated Vesting set forth in this Agreement satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (including the exceptions thereto“Code”) (Section 409A, together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), to the extent applicable, 1.409A-1(b)(5) and shall be interpreted and administered accordingly1.409A-1(b)(9). If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance or Accelerated Vesting constitute “deferred compensation” under Section 409A and you are, on the date of your Qualifying Termination, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of adverse personal tax consequences under Section 409A, the timing of the Severance and Accelerated Vesting shall be delayed until the earliest of: (i) the date that is six (6) months and one (1) day after the date of your Qualifying Termination, (ii) the date of your death, or (iii) such earlier date as permitted under Section 409A 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, all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the exemptions intended to apply under this Agreementsuccessor entity thereto, as applicable), this Agreement and any remaining payments due shall be deemed to paid as otherwise provided herein. No interest shall be reformed to comply with due on any amounts so deferred. If the requirements Severance and Accelerated Vesting benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a Qualifying Termination, the Release will not be deemed effective any earlier than the Release Deadline. The Severance and Accelerated Vesting benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the Code (or applicable exemptions thereto)extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under extent required to comply with Section 5 hereof409A, (a) Executive’s a termination of employment shall not be deemed to have terminated 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 and until Executive incurs such termination is also a “separation from service” as defined in within the meaning of Section 409A of the Code, and (b) the effective date of any termination 409A. With respect to reimbursements or resignation of employment in-kind benefits provided to you hereunder (or any similar termotherwise) that are not exempt from Section 409A, the following rules shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall apply: (i) the amount of expenses eligible for reimbursement hereunder reimbursement, or in-kind benefits provided, during a any one of your taxable year years shall not affect the expenses eligible for reimbursement reimbursement, or in-kind benefit to be provided in any other taxable year or year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred, (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.Xxxxxx

Compliance with Section 409A. This Agreement is intended Notwithstanding anything herein to comply the contrary, (i) if at the time of Executive’s Termination of Employment with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Company Executive incurs is a “separation from servicespecified employee” as defined in Section 409A of the Code, and (b) the effective date deferral of the commencement of any termination payments or resignation benefits otherwise payable hereunder as a result of employment such Termination of Employment is necessary in order to prevent the imposition of 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 (or the earliest date as is permitted under Section 409A of the Code), (ii) any similar termreimbursements provided under the Agreement, including, but not limited to, in Sections 8.a.(iii)(C) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement and 13(p), shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar Executive’s taxable year following Executive’s taxable year in which such expense was incurred; in addition, the year such expenses were incurred) and in no event shall (i) the amount of expenses amounts eligible for reimbursement hereunder reimbursement, or in-kind benefits to be provided, during a any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is Agreement, and (iii) if any other payments of money or other benefits due to a “separation from service” for purposes Executive hereunder could cause the application of the rules an accelerated or additional tax under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement such payments or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section other benefits shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, deferred if earlier, upon Executive’s death) and the remaining installment payments shall begin on deferral will make such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of 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 or any duly authorized committee thereof, that does not cause such an accelerated or additional tax or result in an additional cost to the Company. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 13(o); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto.

Compliance with Section 409A. This The benefits provided under this Agreement are intended to be exempt from application of Section 409A of the Internal Revenue Code, and shall be administered and interpreted in a manner consistent with such intent. All references herein to "Section 409A" include Section 409A of the Internal Revenue Code and the regulations and other guidance thereunder and any state law of similar effect. If for any reason an exemption from application of Section 409A is not available so that any payments hereunder are subject to the requirements of Section 409A, such payments are intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable409A, and shall be administered and interpreted and administered accordinglyin a manner consistent with such intent. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply Severance benefits provided under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and commence until Executive incurs has a “separation from service” as defined in Section 409A 409A. In furtherance of the Codeforegoing, and notwithstanding anything herein to the contrary, if Employee is a "specified employee" (b) determined by the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made Company in accordance with U.S. Treasury Regulation section 1.409A-3(i)(2)) as of the Company’s policies (as applicable) with respect thereto as in effect date that Employee incurs a separation from time service and if any benefit to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit provided under this Agreement is due to a “separation not exempt from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements application of Section 409A of the Codeand cannot be paid or provided in a manner otherwise provided herein without subjecting Executive to additional tax, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date interest and/or penalties under Section 409A, then any such benefit that is payable during the first six (6) months after the date of following Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid to Executive in a cash lump sum payment to be made on the earlier of (a) Employee's death or (b) the first day of the seventh month following Executive’s Employee's separation from service (or, if earlier, upon Executive’s death) service. Each payment and the remaining installment payments shall begin on such date in accordance with the schedule provided in benefit payable under this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed Agreement is intended to be constitute a separate payment for purposes of Section 409A 1.409A-2(b)(2) of the CodeTreasury Regulations.

Compliance with Section 409A. This The Parties intend that payments and benefits under this Agreement is intended to be exempt from, or comply with the requirements of with, Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (including the exceptions thereto“Section 409A”), to the extent applicablesubject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. If any provision Notwithstanding anything contained in this Agreement conflicts to the contrary, Executive shall not be considered to have terminated employment with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, Company for purposes of determining Executive’s entitlement any payments under this Agreement which are subject to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not 409A until Executive would be deemed considered to have terminated unless and until Executive incurs incurred a “separation from service” from the Company within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as defined a separate and distinct payment for purposes of Section 409A. Without limiting the foregoing and notwithstanding anything contained in this Agreement to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code409A, amounts that would otherwise be payable and (b) the effective date of any termination or resignation of employment (benefits that would otherwise be provided pursuant to this Agreement or any similar term) shall be other arrangement between Executive and the effective date of Company during the six (6)-month period immediately following Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement service shall instead be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made paid on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) first business day after the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s date of death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement). To the extent permitted by required to avoid taxation and/or tax penalties under Section 409A, each payment hereunder amounts reimbursable to Executive under this Agreement or any other arrangement between Executive and the Company shall be deemed paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement will be a separate payment for purposes of exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. Executive understands and agrees that, except to the extent the Company fails to comply with the payment timing provisions of this Agreement, Executive shall be solely responsible for the Code.payment of any taxes, penalties, interest or other expenses incurred by Executive on account of this Agreement’s non-compliance with Section 409A.

Compliance with Section 409A. This All severance payments to be made upon a termination of employment under this Agreement is intended to comply with may be made only upon a “separation of service” within the requirements meaning of Section 409A of the Code (including and the exceptions thereto), to the extent applicable, Department of Treasury regulations and shall be interpreted and administered accordinglyother guidance promulgated thereunder. If Notwithstanding any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinin this Agreement, for purposes if Employee is deemed by the Company at the time of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of ExecutiveEmployee’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined service to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(ifor purposes of Code Section 409A(a)(2)(B)(i)), such payment shall, to the extent necessary delayed commencement of any portion of the benefits to comply which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i). such portion of Employee’s benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s “separation from service” with the requirements of Section 409A of the Code, be made on the later of Company or (xii) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of ExecutiveEmployee’s death). Any installment Upon the first business day following the expiration of the applicable Code Section 409A(a)(2){B)(i) period, all payments that are delayed deferred pursuant to the provisions of this section Section 9.14 shall be accumulated and paid in a lump sum on to Employee, and any remaining payments due under the first day Agreement shall be paid as otherwise provided herein. For purposes of the seventh month following ExecutiveCode Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Employee’s separation from service (or, if earlier, upon Executive’s death) and the remaining right to receive installment payments under this Agreement shall begin on such date in accordance with the schedule provided in this Agreementbe treated as a right to receive a series of separate payments and. To the extent permitted by Section 409Aaccordingly, each installment payment hereunder shall at all times be deemed to be considered a separate payment for purposes and distinct payment. It is intended that all of the severance payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under of Treasury Regulation 1.409A- 1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the Codegreatest extent possible as consistent with those provisions.”

Compliance with Section 409A. This Each payment or reimbursement and the provision of each benefit under this Agreement shall be considered to be a separate payment and not one of a series of payments for purposes of Section 409A. To the extent applicable, it is intended to that this Agreement comply with the requirements provisions of Section 409A so that the income inclusion provisions of Section 409A(a)(1) do not apply to Employee. This Agreement shall be administered in a manner consistent with this intent. Reference to Section 409A is to Section 409A of the Internal Revenue Code (including the exceptions thereto)of 1986, to the extent applicableas amended, and shall be interpreted and administered accordingly. If will also include any provision contained in this Agreement conflicts regulations, or any other formal guidance, promulgated with respect to such Section by the requirements of Section 409A U.S. Department of the Code (Treasury or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto)Internal Revenue Service. Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment The Company shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided reimburse Employee for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during any tax liability incurred by Employee under Section 409A. Employee acknowledges that he has had a taxable year affect reasonable opportunity to consult with independent legal, tax or other counsel in connection with Section 409A. To the expenses eligible for reimbursement in extent that any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit amounts payable under this Agreement is due to constitute a “separation deferral of compensation” subject to Section 409A and if, at the date of his Separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive Service, Employee is determined to be a “specified employee,” (within the meaning of Section 409A, of the Company as determined under Treas. Reg. § 1.409A-1(i))by the Company from time to time, then each such payment shall, that would otherwise be payable to Employee within the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after month period following Employee’s Separation from Service shall be deferred until the date earlier of Executive(a) the first day of the seventh month following Employee’s separation Separation from service Service with the Company, or (or, if earlier, the date of Executiveb) Employee’s death). Any installment payments that are or benefits delayed pursuant to as a result of the provisions of this section preceding sentence shall be accumulated and paid in a lump sum on sum, without interest, as soon as practicable after the first day of the seventh month following ExecutiveEmployee’s separation Separation from service (or, if earlier, upon ExecutiveService or Employee’s earlier death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement is intended Notwithstanding anything herein to comply the contrary, (i) if at the time of Executive’s termination of employment with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Company Executive incurs is a “separation from servicespecified employee” as defined in Section 409A of the Code, and (b) the effective date deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination or resignation of employment (is necessary in order to prevent any accelerated or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit additional tax under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on then the later Company will defer the commencement of the payment of any such payments or benefits hereunder (xwithout any reduction in such payments or benefits ultimately paid or provided to Executive) the date specified by the foregoing provisions of this Agreement or (y) until the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service termination of employment with the Company (or, if earlier, upon Executive’s deathor the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the remaining installment 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. In the event that payments under this Agreement are deferred pursuant to this Section 13(m) in order to prevent any accelerated tax or additional tax under Section 409A of the Code, then such payments shall begin on such date be paid at the time specified under this Section 13(m) without any interest thereon. The Company shall consult with Executive in accordance good faith regarding the implementation of this Section 13(m); 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 schedule provided in this Agreement. To the extent permitted by Section 409Acontrary herein, each payment hereunder a termination of employment shall not be deemed to be have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a separate payment termination of employment unless such termination is also a “Separation from Service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment,” or like terms shall mean Separation from Service. For purposes of Section 409A of the Code, each payment made under this Agreement shall be designated as a “separate payment” within the meaning of the Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “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 Executive 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 (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. This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s 's entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s 's employment shall not be deemed to have terminated unless and until Executive incurs a “"separation from service” " as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s 's separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s 's policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “"separation from service” " for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “"specified employee” " (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s 's separation from service (or, if earlier, the date of Executive’s 's death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s 's separation from service (or, if earlier, upon Executive’s 's death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code. Notwithstanding the foregoing, to the extent this Agreement (or any provision of this Agreement) is determined not to be compliant with Section 409A of the Code, the Company shall not be liable for any resulting taxes to be paid by Executive.

Compliance with Section 409A. This Agreement is The Severance Benefits and Change in Control Severance Benefits are intended to comply with the requirements qualify for an exemption from application of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of “Section 409A of the Code (409A”) or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the its requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits or Change in Control Severance Benefits constitute “deferred compensation” under Section 409A and you are, on the date of your Separation from Service, a “specified employee”, as such term is defined in Section 409A(a)(2)(B)(i) of the CodeCode (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of adverse personal tax consequences under Section 409A, the timing of the Severance Benefits and Change in Control Severance Benefits shall be made on delayed until the later of earliest of: (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six (6) months and one (1) day after your Separation from Service date, (ii) the date of Executive’s separation from service your death, or (oriii) such earlier date as permitted under Section 409A 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, if earlier, the date of Executive’s death). Any installment all payments that are delayed or benefits deferred pursuant to the provisions of this section paragraph shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule or provided in this Agreement. To the extent permitted by Section 409Afull, each payment hereunder and any remaining payments due shall be deemed to paid as otherwise provided herein. No interest shall be a separate payment for purposes due on any amounts so deferred. If the Severance Benefits and Change in Control Severance Benefits are not covered by one or more exemptions from the application of Section 409A of and the CodeRelease could become effective in the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline.

Compliance with Section 409A. This Amended Agreement is and the payments hereunder are intended to comply with be exempt, to the greatest extent possible, from the requirements of Section 409A of the Code (including the exceptions thereto)Code, and to the extent applicablenot so exempt, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, and shall be made on construed and administered consistent with, and to give full effect to, such intent. The payments to the later Executive pursuant to this Amended Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation § 1.409A-1 (xb)(9)(iii) or as short-term deferrals pursuant to Treasury regulation § 1.409A-1(b)(4). In the event the terms of this Amended Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and the Executive shall cooperate diligently to amend the terms of the Amended Agreement to avoid such 409A Penalties, to the extent possible; provided that such amendment shall not increase or reduce (in the aggregate) the date specified by amounts payable to the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death)Executive hereunder. Any installment payments that are delayed taxable reimbursement payable to the Executive pursuant to the provisions of this section Amended Agreement shall be accumulated and paid in a lump sum on to the first Executive no later than the last day of the seventh month calendar year following Executive’s separation from service (orthe calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for taxable reimbursement, if earlieror such in-kind benefit provided, upon Executive’s death) and during a calendar year shall not affect the remaining 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 Amended Agreement shall not be subject to liquidation or exchange for any other benefit. Any right to a series of installment payments pursuant to this Amended Agreement is to be treated as a right to a series of separate payments. A termination of employment shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall not be deemed to be a separate payment have occurred for purposes of this Amended Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code. If on the date of termination of employment the Executive is a “specified employee” within the meaning of that term under Section 409A of the Code, then, notwithstanding any other provision herein, with regard to any payment or benefit that is properly treated as nonqualified deferred compensation under Section 409A (after taking into account all exclusions applicable to such payment or benefit) and is payable on account of such separation from service, such payment or benefit shall not be made or provided prior to the expiration of the earlier of the six-month period measured from the date of such separation from service, or the Executive’s death. All payments and benefits delayed pursuant to the preceding provisions of this Section 8 shall be paid to the Executive on the first payroll date following the end of the delay period.

Compliance with Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s 's entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s 's employment shall not be deemed to have terminated unless and until Executive incurs a “"separation from service” " as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s 's separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s 's policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “"separation from service” " for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “"specified employee” " (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s 's separation from service (or, if earlier, the date of Executive’s 's death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s 's separation from service (or, if earlier, upon Executive’s 's death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Any provisions of the Agreement is that are subject to Section 409A are intended to comply with the all applicable requirements of Section 409A 409A, or an exemption from the application of the Code (including the exceptions thereto), to the extent applicableSection 409A, and shall be interpreted and administered accordingly. If Notwithstanding any provision contained in of this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereincontrary, for purposes a termination of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit that constitutes “non-qualified deferred compensation” (within the meaning of Section 409A) upon or following a termination of the Executive’s employment unless and until Executive incurs such termination is also a “separation from service” as defined in within the meaning of Section 409A of the Codeand, and (b) the effective date for purposes of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary hereinprovision, if a payment or benefit under this Agreement is due references herein to a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Section 409A. Notwithstanding any provision of this Agreement to the contrary, if any payment or other benefit provided herein would be subject to additional taxes and interest under Section 409A because the timing of such payment is not delayed as required by Section 409A for purposes of a Specified Employee, then if the rules under Treas. Reg. § 1.409A-3(i)(2) (payments Executive is on the applicable date a Specified Employee, any such payment that the Executive would otherwise be entitled to specified employees upon a receive during the first six months following his “separation from service) and Executive is determined to be a “specified employee” (as determined defined under Treas. Reg. § 1.409A-1(i))Section 409A) shall be accumulated and paid, such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of within ten (x10) the date specified by the foregoing provisions of this Agreement or (y) days after the date that is six (6) months after following the Executive’s date of Executive’s “separation from service (orservice”, if earlieror such earlier date upon which such amount can be paid under Section 409A without being subject to such additional taxes and interest such as, for example, upon the date of Executive’s death). Any installment payments With respect to any amounts or benefits that are delayed pursuant subject to the provisions of Section 409A, this section Agreement shall in all respects be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date administered in accordance with the schedule provided in Section 409A. Each payment under this Agreement. To the extent permitted by Section 409A, each payment hereunder Agreement shall be deemed to be treated as a separate payment for purposes of Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A shall be made or provided in accordance with the requirements of Section 409A. Within the Code.time period permitted by Section 409A, the Company may, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary and without any diminution in the value of payments or other benefits to the Executive hereunder, in order to avoid the imposition of accelerated tax, additional tax and/or penalties on the Executive under Section 409A.

Compliance with Section 409A. This In the event that (i) one or more payments of compensation or benefits received or to be received by Executive pursuant to this Agreement is intended (“Agreement Payment”) would constitute deferred compensation subject to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined deemed at the time of such termination of employment to be a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such Agreement Payment shall not be made or commence until the earlier of (i) the day following the expiration of the six (6)-month period measured from the date of Executive’s “separation from service” (as determined such term is at the time defined in Treasury Regulations under Treas. Reg. § 1.409A-1(i))Section 409A of the Code) with the Company or (ii) such earlier time permitted under Section 409A of the Code and the regulations or other authority promulgated thereunder; provided, however, that such payment shall, deferral shall only be effected to the extent necessary required to comply with the requirements of avoid adverse tax treatment to Executive under Section 409A of the Code, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be made liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period in which an Agreement Payment to Executive is deferred pursuant to the foregoing, Executive shall be entitled to interest on the later deferred Agreement Payment at a per annum rate equal to the highest rate of interest applicable to six (x) 6)-month non-callable certificates of deposit with daily compounding offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date specified by of such separation from service. Upon the foregoing provisions expiration of the applicable deferral period, any Agreement Payment which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Executive or Executive’s beneficiary in one lump sum, including all accrued interest. Termination of employment (and corollary terms) for purposes of this Agreement or (y) the date that is six (6) months after the date of Executive’s shall mean a separation from service (or, if earlier, within the date meaning of Executive’s deathTreasury Regulation § 1.409A-1(h). Any installment payments that are delayed pursuant Executive shall not be deemed to have separated from service if Executive continues to provide services to the provisions of this section shall be accumulated and paid in a lump sum on the first day Company at an annual rate that is fifty percent or more of the seventh month following Executive’s services rendered, on average, during the immediately preceding three full years of employment with the Company (or if employed by the Company less than three years, such lesser period); provided, however, that a separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall will be deemed to be a separate payment for have occurred if Executive service with the Company is reduced to an annual rate that is less than twenty percent of the services rendered, on average, during the immediately preceding three full years of employment with the Company (or if employed by the Company less than three years, such lesser period). For purposes of this Section 409A 3.7 only and for determining whether an Executive has experienced a separation from service, the “Company” shall mean the Company and its affiliates that are treated as a single employer under section 414(b) or (c) of the Code.

Compliance with Section 409A. This Agreement It is intended that the payments and benefits set forth in this Agreement (including, without limitation, the Severance Benefits) satisfy, to comply with the requirements greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (including the exceptions thereto“Code”) (Section 409A, together with any state law of similar effect, “Section 409A”), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements For purposes of Section 409A of the Code (or the exemptions intended to apply under this Agreement)including, this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinwithout limitation, for purposes of determining Executive’s entitlement Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the Severance Benefits under Section 5 hereofcontrary in this Agreement, (a) Executive’s employment shall except to the extent any expense or reimbursement provided pursuant to this Agreement does not be deemed to have terminated unless and until Executive incurs constitute a “separation from servicedeferral of compensation” as defined in within the meaning of Section 409A of the Code409A, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable any calendar year will not affect the amount of expenses eligible for reimbursement in any other taxable year or calendar year, (ii) the reimbursements for expenses for which you are entitled to be reimbursed will be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (iii) the right to payment or reimbursement hereunder may not be subject to liquidation liquidated or exchange exchanged for another benefit. Notwithstanding anything to any other benefit and (b) if the contrary hereinCompany (or, if a payment or benefit applicable, the successor entity thereto) determines that the Severance Benefits constitute “deferred compensation” under this Agreement is due to a “separation Section 409A and you are, on the date of your Separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be Service, a “specified employee” (of the Company or any successor entity thereto, as determined under Treas. Reg. § 1.409A-1(i))such term is defined in Section 409A(a)(2)(B)(i) of the Code, such payment shallthen, solely to the extent necessary to comply with avoid the requirements incurrence of adverse personal tax consequences under Section 409A 409A, the timing of the Code, Severance Benefits shall be made on delayed until the later of earliest of: (x) the date specified by the foregoing provisions of this Agreement or (yi) the date that is six (6) months and one (1) day after your Separation from Service date, (ii) the date of Executive’s separation from service your death, or (oriii) such earlier date as permitted under Section 409A 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, if earlier, the date of Executive’s death). Any installment all payments that are delayed or benefits deferred pursuant to the provisions of this section Section 14 shall be accumulated and paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the first day Severance Benefits are not covered by one or more exemptions from the application of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) Section 409A and the remaining installment payments shall begin on such date Release could become effective in accordance the calendar year following the calendar year in which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance Benefits are intended to qualify for an exemption from application of Section 409A or comply with the schedule provided in this Agreement. To its requirements to the extent permitted by necessary to avoid adverse personal tax consequences under Section 409A, each payment hereunder and any ambiguities herein shall be deemed to be a separate payment for purposes of Section 409A of the Codeinterpreted accordingly.

Compliance with Section 409A. This If Executive is a “Specified Employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by the Corporation) at the time of Executive’s Termination and any amount that would be paid to Executive during the six-month period following Termination constitutes “Deferred Compensation” (within the meaning of Section 409A), such amount shall not be paid to Executive until the later of (i) six months after the date of Executive’s Termination, and (ii) the payment date or commencement date specified in this Agreement is for such payment(s). On the first regular payroll date following the expiration of such six-month period (or if Executive dies during the six-month period, the first payroll date following the death), all payments that were delayed pursuant to the preceding sentence shall be paid to Executive in a single lump sum and thereafter all payments shall be made as if there had been no such delay. All Severance Benefits described in Section 4.B shall be paid by, and no further severance compensation shall be paid or payable after, December 31 of the second calendar year following the year in which Executive’s Termination occurs. Severance Benefits under this Agreement are intended to comply be exempt from section 409A of the Code under the “separation pay exception,” to the maximum extent applicable. Any payments hereunder that qualify for the “short-term deferral” exception or another exception under section 409A of the Code shall be paid under the applicable exception. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section section 409A of the Code, and including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (c) the reimbursement of an eligible expense will be made on or before the last day of the taxable year or following the year in which the expense is incurred, and (iid) the right to reimbursement be is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement is intended Notwithstanding anything herein to comply the contrary, (i) if at the time of Executive's termination of employment with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Company Executive incurs is a “separation from service” "specified employee" as defined in Section 409A of the Code, and (b) the effective date deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination or resignation of employment (is necessary in order to prevent any accelerated or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit additional tax under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on then the later Company will defer the commencement of the payment of any such payments or benefits hereunder (xwithout any reduction in such payments or benefits ultimately paid or provided to Executive) the date specified by the foregoing provisions of this Agreement or (y) until the date that is six (6) months after following Executive's termination of employment with the Company (or the earliest date as is permitted under Section 409A of Executive’s separation from service the Code) and (orii) 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 earlierdeferral 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 date of Executive’s death)extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. Any installment In the event that payments that under this Agreement are delayed deferred pursuant to this Section 13(m) in order to prevent any accelerated tax or additional tax under Section 409A of the provisions Code, then such payments shall be paid at the time specified under this Section 13(m) without any interest thereon. The Company shall consult with Executive in good faith regarding the implementation of this section Section 13(m); provided that neither the Company nor any of its employees or representatives shall be accumulated and paid in have any liability to Executive with respect thereto. Notwithstanding anything to the contrary herein, a lump sum on the first day termination of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments employment shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall not be deemed to be have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a separate payment termination of employment unless such termination is also a "Separation from Service" within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a "resignation," "termination," "termination of employment," or like terms shall mean Separation from Service. For purposes of Section 409A of the Code, each payment made under this Agreement shall be designated as a "separate payment" within the meaning of the Section 409A of the Code. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a "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 Executive 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 (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. This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicableCode, and shall be interpreted and administered accordinglyconstrued consistently with such intent. If any provision contained in The payments to the Executive pursuant to this Agreement conflicts with are also intended to be exempt from Section 409A of the requirements Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation § 1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation § 1.409A-1(b)(4). In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (or the exemptions intended to apply under this Agreement“409A Penalties”), the Company and the Executive shall cooperate diligently to amend the terms of the 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 deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything paid to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end last day of the calendar year following the calendar year such expenses were incurred) and in no event shall (i) which the Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement hereunder taxable reimbursement, or such in-kind benefit provided, during a taxable calendar year shall not affect the amount of such expenses eligible for reimbursement in reimbursement, or such in-kind benefit to be provided, during any other taxable year or (ii) the 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 another any other benefit. Notwithstanding anything Any right to the contrary herein, if a payment or benefit under series of installment payments pursuant to this Agreement is due to be treated as a right to a “separation from service” for purposes series of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codepayments.

Compliance with Section 409A. This The parties to this Agreement intend that the Agreement complies with Section 409A of the Internal Revenue Code (the “Code”), where applicable, and this Agreement shall be interpreted in a manner consistent with that intention. 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 upon or following a termination of employment unless such termination qualifies as a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding any other provisions of this Agreement to the contrary, and solely to the extent necessary for compliance with Section 409A of the Code and not otherwise eligible for exclusion from the requirements of Section 409A, if as of the date of the Executive’s separation from service from the Company, (i) the Executive is intended deemed to comply be a “specified employee” (within the meaning of Section 409A of the Code and the applicable regulations), and (ii) the Company or any member of a controlled group including the Company is publicly traded on an established securities market or otherwise, any payment or other distribution required to be made to the Executive hereunder (including any payment of cash, any transfer of property and any provision of taxable benefits) solely as a result of the Executive’s separation from service that would otherwise be paid earlier than the first day of the seventh month following the date on which the Executive separates from service with the Company shall be postpone and paid on such date. Each payment under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of that such reimbursements or in-kind benefits are subject to Section 409A of the Code (or Code. All reimbursements for expenses paid pursuant hereto that constitute taxable income to Executive shall in no event be paid later than the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A end of the Code (or applicable exemptions thereto). Notwithstanding anything to calendar year next following the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until calendar year in which Executive incurs a “separation from service” as defined in such expense or pays such related tax. Unless otherwise permitted by Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything to benefit and the contrary hereinamount of expenses eligible for reimbursement, if a payment or benefit under this Agreement is due to a “separation from service” in-kind benefits, provided during any taxable year shall not affect the expenses eligible for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined reimbursement, or in-kind benefits to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i))provided, such payment shallrespectively, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeany other taxable year.

Compliance with Section 409A. This All severance payments to be made upon a termination of employment under this Agreement is intended to comply with may be made only upon a “separation of service” within the requirements meaning of Section 409A of the Code (including and the exceptions thereto), to the extent applicable, Department of Treasury regulations and shall be interpreted and administered accordinglyother guidance promulgated thereunder. If Notwithstanding any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary hereinin this Agreement, for purposes if Employee is deemed by the Company at the time of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of ExecutiveEmployee’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined service to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(ifor purposes of Code Section 409A(a)(2)(B)(i)), such payment shall, to the extent necessary delayed commencement of any portion of the benefits to comply which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i). such portion of Employee’s benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s “separation from service” with the requirements of Section 409A of the Code, be made on the later of Company or (xii) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of ExecutiveEmployee’s death). Any installment Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments that are delayed deferred pursuant to the provisions of this section Section 9.14 shall be accumulated and paid in a lump sum on to Employee, and any remaining payments due under the first day Agreement shall be paid as otherwise provided herein. For purposes of the seventh month following ExecutiveCode Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)). Employee’s separation from service (or, if earlier, upon Executive’s death) and the remaining right to receive installment payments under this Agreement shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409Abe treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be deemed to be considered a separate payment for purposes and distinct payment. It is intended that all of the severance payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the Codegreatest extent possible as consistent with those provisions.”

Compliance with Section 409A. This The payments and entitlements provided for under this Agreement is are intended to comply with qualify for the requirements of short-term deferral exception to Section 409A of the Code (including as described in Treasury Regulation Section 1.409A-1(b)(4) to the exceptions thereto)maximum extent possible, and to the extent applicablethey do not so qualify, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with they are intended to qualify for the requirements of involuntary separation pay plan exception to Section 409A of the Code (or as described in Treasury Regulation Section 1.409A-1(b)(9)(iii) to the exemptions intended maximum extent possible. The amounts paid pursuant to apply under this Agreement), this Agreement shall be deemed to be reformed to comply paid, consistent with Treasury Regulation Section 1.409A-1(b)(9)(iii)(B), no later than the requirements of Section 409A last day of the Code second taxable year of the Executive following the taxable year of the Executive in which the “separation from service” (or applicable exemptions thereto)as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein) occurs. For these purposes each payment described herein shall be considered a separate payment. Notwithstanding anything to the contrary hereinin this Agreement, if any payment or entitlement provided for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs in this Agreement constitutes a “separation from servicedeferral of compensation” (as such term is defined in Section 409A of the Code) (e.g., because such payment would be in excess of the payments described in the immediately preceding paragraph) within the meaning of Section 409A of the Code and (bcannot be paid or provided in the manner provided herein without subjecting Executive to additional tax, interest or penalties under Section 409A of the Code as a result of the operation of Section 409A(a)(2)(B)(i) of the effective date Code or Treasury Regulation Section 1.409A-3(i)(2), then any such payment and/or entitlement which would, but for the operation of any termination or resignation of employment (or any similar term) shall this Section 7(d), be payable during the effective date of first six months following Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid or provided to Executive instead in a lump sum on the first day of the seventh month following the date of the Executive’s “separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in service.” For purposes of this Agreement. To the extent permitted by Section 409A, each payment hereunder all references to “termination of employment” and correlative phrases shall be deemed construed to be require a separate payment for purposes of “separation from service” (as defined in Section 409A 1.409A-1(h) of the CodeTreasury regulations after giving effect to the presumptions contained therein).

Compliance with Section 409A. This Agreement is intended to comply with Section 409A of the requirements Code and shall be construed and interpreted in accordance with such intent. If as of the Date of Separation from Service the Executive is a “specified employee,” as defined in Section 409A of Code, to the extent required by Section 409A of the Code, the payments and benefits specified in Section 6.4 shall not be paid or commence until six months after the Date of Separation from Service. Furthermore, if the Executive is affected by the six (6) month delay in payment imposed by Section 409A of the Code and this Section 7.11, the aggregate amount of the first six months of any installment payments under Section 6.4 shall be paid at the earlier of (a) the Executive’s death or (b) the beginning of the seventh month following the Date of Separation from Service and monthly installment payments shall continue thereafter as specified in Section 6.4. To the extent that the delivery of any cash or benefits to the Executive under this Agreement, or the payment, settlement or deferral thereof, is otherwise subject to Section 409A of the Code, such cash or benefits shall be paid, settled or deferred in a manner that will comply with Section 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise agreed in writing by the Company and the Executive. The Executive and the Company acknowledge and agree that the interpretation of Section 409A of the Code (including the exceptions thereto), and its application to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in terms of this Agreement conflicts with is uncertain and may be subject to change as additional guidance and interpretations become available. In no event whatsoever shall the requirements of Company be liable for any tax, interest or penalties that may be imposed on the Executive by Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed any damages for failing to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto)Code. Notwithstanding anything to the contrary herein, for purposes A termination of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A of the Code upon or following a termination of employment until Executive incurs such termination is also a “separation from service” as defined in within the meaning of Section 409A of the Code, Code and (b) the effective date for purposes of any such provision of this Agreement, references to a “termination,” “terminate,” “termination of employment” or resignation of employment (or any similar term) like terms shall be the effective date of Executive’s mean separation from service. Reimbursement of any All reimbursements for costs and expenses provided for in under this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but paid in no event later than the end of the calendar year following the calendar year in which the Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses were incurred) and in no event shall or in-kind benefits, except as permitted by Section 409A of the Code, (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. Notwithstanding anything to the contrary herein, if Whenever a payment or benefit under this Agreement is due specifies a payment period with reference to a “separation from service” for purposes number of days, the actual date of payment shall be within the sole discretion of the rules Company. If under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive this Agreement, an amount is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service two (or2) or more installments, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code, each installment shall be treated as a separate payment.

Compliance with Section 409A. This The Company and the Executive intend that this Agreement is intended to and all distributions made and benefits provided hereunder, and the terms of the governing documents supporting such distributions and benefits, shall comply with the requirements of Section 409A of the Code and applicable Treasury Regulations and other guidance promulgated thereunder (including the exceptions thereto), to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with the requirements of “Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto409A”). Notwithstanding anything herein to the contrary hereincontrary, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment Executive shall not be deemed entitled to have terminated unless and until Executive incurs a receive any distribution or benefit hereunder or under any other agreement with or plan or program maintained by the Company (collectively, the “separation from serviceOther Arrangements”) prior to the earliest date on which distributions or benefits of the type in question may be made to “specified employees” as defined in pursuant to Section 409A without incurring a penalty tax under Section 409A (the “Specified Employee Restriction”), provided, however, for the sake of clarification and without limiting the intent of the Codeforegoing, it is the intention of the parties that the Executive will receive all benefits and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in distributions under this Agreement shall and the Other Arrangements without any delay or deferral if the provision of such benefit or distribution would not be made in accordance subject to the Specified Employee Restriction. In order more effectively to ensure compliance with Section 409A and consistent with the Company’s policies (as applicable) intention of the parties with respect thereto as to the benefits and compensation to be provided to the Executive hereunder and under the Other Arrangements, the Company and the Executive shall consult with one another in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) good faith and in no event shall (i) agree upon the amount timing of expenses eligible any distribution to be made pursuant to, and the provision of any benefits or rights granted by this Agreement and the Other Arrangements, and (ii) agree upon the terms, language and form of any amendment to any agreement between the Company and the Executive and any election by the Executive required or desirable to comply with Section 409A, and the Company shall not have any liability for reimbursement hereunder during a taxable year affect violation of the expenses eligible for reimbursement requirements set forth in the immediately preceding sentence with respect to any other taxable year agreement made pursuant to (i) or (ii) the right to reimbursement be subject to liquidation above or exchange for another benefit. Notwithstanding anything to the contrary hereinany actions, if a payment distributions, or benefit under this Agreement is due to a “separation from service” for purposes provision of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codebenefits granted thereunder.

Compliance with Section 409A. This Agreement It is intended to comply with that the requirements severance payments and benefits provided under this Section 6 be exempt from the provisions of Section 409A of the Code (including the exceptions thereto), to the fullest extent applicablepossible. To the extent that any such payment or benefit is subject to Section 409A then, and shall be interpreted and administered accordingly. If any provision contained notwithstanding anything in this Agreement conflicts with to the requirements of Section 409A of the Code (or the exemptions intended to apply contrary, any amount that becomes payable under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes Employee upon the Employee’s termination of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated paid unless such termination of employment constitutes a separation from service under Section 409A and payment of any severance amount under Section 6 shall not commence until Executive incurs a sixty (60) days after such separation from service. A “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon means a separation from service) service with the Company and Executive all other persons or entities with whom the Company would be considered a single employer under Section 409A. If the Company determines in good faith that the Employee is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shallSection 409A then, to the extent necessary required under Section 409A, any amount that otherwise would be payable to comply with the requirements of Section 409A of Employee during the Code, be made on six-month period following the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of ExecutiveEmployee’s separation from service shall be suspended until the lapse of such six-month period (or, if earlier, the date of Executive’s deathdeath of the Employee). Any installment payments The amount that are delayed pursuant otherwise would be payable to the provisions Employee during such period of this section suspension shall be accumulated and paid in a lump sum single payment on the first day following the end of the seventh such six-month following Executive’s separation from service period (or, if earliersuch day is not a business day, upon Executiveon the next succeeding business day) or within thirty (30) days following the death of the Employee during such six-month period, provided that the death of the Employee during such six-month period shall not cause the acceleration of any amount that otherwise would be payable on any date during such six-month period following the date of the Employee’s death) and . Any amounts not subject to the remaining installment payments suspension described in the preceding sentence shall begin on such date in accordance with the schedule be paid as otherwise provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement is With respect to Section 1(d), the Severance Benefits, to the extent such payments are made following the date of termination through March 15th of the calendar year following such termination, are intended to comply constitute separate payments for purposes of section 1.409A-2(b)(2) of the Treasury Regulations and thus are payable pursuant to the “short-term deferral” rule set forth in section 1.409A-1(b)(4) of the Treasury Regulations. To the extent such payments are made following said March 15th, such severance benefits are intended to constitute separate payments for purposes of section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from services and payable pursuant to section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provisions, with any excess amount being regarded as subject to the distribution requirements of Section section 409A(a)(2)(A) of the Internal Revenue Code (hereinafter, the “Code”). In addition, any payment or benefit due upon a termination of the Employee’s employment that represents a “deferral of compensation” within the meaning of section 409A of the Code (including the exceptions thereto), will only be paid or provided to the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in this Agreement conflicts with Employee once the requirements Employee’s termination of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs qualifies as a “separation from service.” as defined in Section 409A Furthermore, any payment or benefit due upon a termination of the Code, and (b) Employee’s employment that represents a “deferral of compensation” within the effective date meaning of any termination or resignation of employment (or any similar term) shall section 409A will be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made paid in accordance with a fixed schedule of the Company’s policies (regular payroll practices of the Company in a manner to comply with a fixed schedule as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurredprovided under sections 1.409A-3(a)(4) and in no event shall (i1.409A-3(i)(1) of the amount of expenses eligible for reimbursement hereunder during a taxable year affect Treasury Regulations. Neither the expenses eligible for reimbursement in any other taxable year or (ii) Company nor the Employee will have the right to reimbursement be subject to liquidation accelerate any payment of severance payments hereunder. Finally, amounts or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit benefits payable under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined will be deemed not to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, "deferral of compensation" subject to section 409A to the extent necessary to comply with provided in the requirements of Section 409A of exceptions in Treasury Regulation sections 1.409A-1(b)(4) ("short-term deferrals") and (b)(9) ("separation pay plans," including the Code, be made on the later of exception under subparagraph (xiii)) the date specified by the foregoing and other applicable provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (orTreasury Regulations section 1.409A-1 through A‑6." EMPLOYEE HAS READ THIS DOCUMENT, if earlierFULLY UNDERSTANDS EVERY TERM AND VOLUNTARILY, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the CodeAND KNOWINGLY ENTERS INTO THIS AGREEMENT.

Compliance with Section 409A. This Amended Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicableCode, and shall be interpreted and administered accordinglyconstrued consistently with such intent. If any provision contained in The payments to the Executive pursuant to this Amended Agreement conflicts with are also intended to be exempt from Section 409A of the requirements Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation § 1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation § 1.409A-1(b)(4). In the event the terms of this Amended Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (or the exemptions intended to apply under this Agreement“409A Penalties”), the Company and the Executive shall cooperate diligently to amend the terms of the Amended 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 payments due pursuant to this Amended Agreement shall be deemed payable to be reformed to comply with the requirements of Section 409A Executive no later than two-and-a-half months following the end of the Code taxable year in which the payments are earned (or applicable exemptions theretosubject to a reasonable delay in payment due to an unforeseeable event making it administratively impracticable to make the payment by such time). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event shall the payments be made later than the end of the taxable year following the taxable year in which the payments are earned. Any taxable reimbursement payable to the Executive pursuant to this Amended Agreement shall be paid to the Executive no later than the last day of the calendar year following the calendar year such expenses were incurred) and in no event shall (i) which the Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement hereunder taxable reimbursement, or such in-kind benefit provided, during a taxable calendar year shall not affect the amount of such expenses eligible for reimbursement in reimbursement, or such in-kind benefit to be provided, during any other taxable year or (ii) the calendar year. The right to such reimbursement or such in-kind benefits pursuant to this Amended Agreement shall not be subject to liquidation or exchange for another any other benefit. Notwithstanding anything Any right to the contrary herein, if a payment or benefit under series of installment payments pursuant to this Amended Agreement is due to be treated as a right to a “separation from service” for purposes series of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codepayments.

Compliance with Section 409A. This It is the Company’s intent that payments and benefits under this Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto)409A, to the extent applicablesubject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered accordinglyto be in compliance therewith. If Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Employee shall not be considered to have terminated employment with the Company or any provision contained in subsidiary or affiliate thereof for purposes of this Agreement conflicts with unless the requirements Employee would be considered to have incurred a Separation from Service from the Company or any of Section 409A of the Code (its subsidiaries or the exemptions intended affiliates. Each amount to apply be paid or benefit to be provided under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, construed as a separate identified payment for purposes of determining Executive’s entitlement to Section 409A, and any payments described in this Agreement that are due within the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from serviceshort-term deferral period” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) other exemption under Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. To the effective date of Executive’s separation from service. Reimbursement of extent that any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred) and in no event shall (i) the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year reimbursements or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything in-kind benefits due to the contrary herein, if a payment or benefit Employee under this Agreement is due constitute “deferred compensation” under Section 409A, any such reimbursements and in-kind benefits shall be paid to Employee in a “separation from service” for purposes of the rules under manner consistent with Treas. Reg. § 1.409A-3(i)(2) (payments Section 1.409A-3(i)(1)(iv). Without limiting the foregoing and notwithstanding anything contained herein to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shallthe contrary, to the extent necessary required in order to comply with avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the requirements of Section 409A of six-month period immediately following the Code, Employee’s Separation from Service shall instead be made paid on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) first business day after the date that is six months following the Employee’s Separation from Service (6) months after the date of Executive’s separation from service (oror death, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant This Agreement may be amended in any respect deemed by the Company in good faith to the provisions of this section shall be accumulated and paid necessary in a lump sum order to preserve compliance with Section 409A without imposing any additional interest, taxes or penalties on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the CodeEmployee.

Compliance with Section 409A. This Each payment or reimbursement and the provision of each benefit under this Agreement shall be considered to be a separate payment and not one of a series of payments for purposes of Section 409A. To the extent applicable, it is intended to that this Agreement comply with the requirements provisions of Section 409A so that the income inclusion provisions of Section 409A(a)(1) do not apply to Employee. This Agreement shall be administered in a manner consistent with this intent. Reference to Section 409A is to Section 409A of the Internal Revenue Code (including of 1986, as amended, and will also include any regulations, or any other formal guidance, promulgated with respect to such Section by the exceptions thereto)U.S. Department of the Treasury or the Internal Revenue Service. The Company shall not reimburse Employee for the amount of any tax liability incurred by Employee under Section 409A. Employee acknowledges that he has had a reasonable opportunity to consult with independent legal, to tax or other counsel in connection with Section 409A. To the extent applicable, and shall be interpreted and administered accordingly. If that any provision contained in amounts payable under this Agreement conflicts with constitute a “deferral of compensation” subject to Section 409A and if, at the requirements date of his Separation from Service, Employee is a “specified employee,” within the meaning of Section 409A 409A, of the Code (or Company as determined by the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service. Reimbursement of any expenses provided for in this Agreement shall be made in accordance with the Company’s policies (as applicable) with respect thereto as in effect Company from time to time time, then each such payment that would otherwise be payable to Employee within the six (but in no event later than 6) month period following Employee’s Separation from Service shall be deferred until the end earlier of calendar year following the year such expenses were incurred) and in no event shall (i) the amount first day of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year seventh month following Employee’s Separation from Service with the Company, or (ii) the right to reimbursement be subject to liquidation Employee’s death. Any payments or exchange for another benefit. Notwithstanding anything to the contrary herein, if benefits delayed as a payment or benefit under this Agreement is due to a “separation from service” for purposes result of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section preceding sentence shall be accumulated and paid in a lump sum on sum, without interest, as soon as practicable after the first day of the seventh month following ExecutiveEmployee’s separation Separation from service (or, if earlier, upon ExecutiveService or Employee’s earlier death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Compliance with Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to To the extent applicable, and shall be interpreted and administered accordingly. If any provision contained in the parties hereto intend that the payments under this Agreement conflicts comply with the requirements of Section 409A of or are exempt from Section 409A under the Code (or “short term deferral” exception to the exemptions intended maximum extent possible, and then under the “separation pay” exception to apply under this Agreement), the maximum extent possible. The parties hereby agree that this Agreement shall be deemed construed in a manner to be reformed to exempt from or comply with Section 409A and that should any provision subject to Section 409A be found not in compliance with Section 409A, the requirements parties are hereby contractually obligated to execute any and all amendments to this Agreement deemed necessary and required by legal counsel for Truist Insurance to achieve compliance with Section 409A. By execution and delivery of this Agreement, Employee irrevocably waives any objections he may have to the amendments required by Section 409A. The parties also agree that in no event shall any payment required to be made pursuant to this Agreement that is paid on Separation from Service that is considered deferred compensation within the meaning of Section 409A be made to Employee unless he has incurred a Separation from Service. In the event Employee is a Specified Employee, payments that constitute deferred compensation within the meaning of the Code (or applicable exemptions thereto). Notwithstanding anything Section 409A that are payable on Separation from Service shall be subject to the contrary herein, for purposes of determining Executive’s entitlement to the Severance Benefits under Section 5 hereof, (a) Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” six- month delay as defined provided in Section 409A of the Code, and (b) the effective date of any termination or resignation of employment (or any similar term) shall be the effective date of Executive’s separation from service2. Reimbursement of any expenses provided for in Each payment made under this Agreement shall be made in accordance with treated as a separate payment and the Company’s policies (right to a series of installment payments shall be treated as applicable) with respect thereto as in effect from time a right to time (but in no event later than a series of separate payments. To the end of calendar year following the year such expenses were incurred) and extent that any payment under this Agreement is deferred compensation subject to Section 409A, in no event shall (i) Employee, directly or indirectly, designate the calendar year of payment, except to the extent permitted under Section 409A. Truist Insurance shall not reimburse Employee for the amount of expenses eligible for reimbursement hereunder during a taxable year affect the expenses eligible for reimbursement in any other taxable year or (ii) the right to reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary herein, if a payment or benefit tax liability incurred by Employee under this Agreement is due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to the provisions of this section shall be accumulated and paid in a lump sum on the first day of the seventh month following Executive’s separation from service (or, if earlier, upon Executive’s death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. To the extent permitted by Section 409A, each payment hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.409A.