Common use of Section 409A Compliance Clause in Contracts

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To the extent applicable, it (a) It is intended that any benefits under this Agreement comply with satisfy, to the provisions greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This , provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement shall will be administered construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner consistent that complies with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with 409A. For purposes of Section 409A (which amendment may be retroactive to including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which EmployeeExecutive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each receive any installment of any severance payments provided for under this Agreement (whether severance payments, if any, 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. A termination of employment shall not be deemed to have occurred for purposes of application any provision of Section 409A. To this Agreement providing for the extent that payment of any severance payments come within the definition amounts or benefits upon or following a termination of employment unless such termination is also a “short term deferralsseparation from service” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended 409A and, for purposes of any such provision of this Agreement, references to comply with a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the requirements calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it if a payment that is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may the Release could be executed and/or revoked made in a calendar year following the calendar year in which the more than one taxable year, payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made in the later taxable year. The Company makes no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, representation or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence warranty and shall be paid out in a single lump sum at the end of such required delay period in order to catch up have no liability to the original payment schedule. All expense reimbursement Executive or in-kind benefits subject to Section 409A provided any other person if any compensation under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expensesconditions of, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Code Section 409A.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive Each payment pursuant to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment terms of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as considered a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition A termination of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and employment shall not be subject deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Internal Revenue Code Section 409A (“Section 409A”) and, for purposes of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the following Section 409A compliance requirements. All payments of contrary in this Agreement, if you are a “nonqualified deferred compensationspecified employee” (within the meaning of Section 409A) are intended on the date of your separation from service, then any payments or benefits that otherwise would be payable pursuant to comply with the requirements terms of this Agreement within the first 6 months following your separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within 14 days after the end of the 6-month period following your separation from service, or your death, if sooner, but only to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and shall be interpreted 1.409A-1(b)(9)(ii)-(v) thereof. After the 409A Suspension Period, you will receive any remaining payments and benefits due in accordance therewithwith the terms of this Agreement (as if there had not been any suspension beforehand). Neither party individually The Company will cooperate with you in making any amendments to this Agreement that you reasonably request to avoid the imposition of taxes or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid penalties under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier Code provided that such changes do not provide you with additional benefits (other than (ide minimis benefits) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 terms of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.Agreement.

Section 409A Compliance. Executive is solely responsible and liable for the satisfaction of any federal, state, province or local taxes that may arise with respect to this Agreement (including any taxes arising under Section 409A of the Code, except to the extent otherwise specifically provided in a written agreement with the Company). Neither the Company nor any of its employees, officers, directors, or service providers shall have any obligation whatsoever to pay such taxes, to prevent Executive from incurring them, or to mitigate or protect Executive from any such tax liabilities. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”)Code. This Agreement shall will be administered and interpreted in a manner consistent with this intent, and any provision that would cause the this Agreement to fail to satisfy Section 409A shall of the Code will have no force and effect until amended by the parties to comply with Section 409A therewith (which amendment may be retroactive to the extent permitted by Section 409A409A of the Code). Unless otherwise expressly providedNotwithstanding anything contained herein to the contrary, to the extent Executive is entitled to any payments under this Agreement that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code on account of Executive’s termination of employment, such amounts shall not be paid until Executive has incurred a “separation from service” from Employer within the meaning of Section 409A of the Code. If, at the time of Executive’s termination of employment under this Agreement, Executive is a “specified employee” within the meaning of Section 409A of the Code, any payment payments that constitute “nonqualified deferred compensation” within the meaning of compensation by Company to Employee, whether Section 409A of the Code on account of Executive’s “separation from service” within the meaning of Section 409A of the Code (including any amounts payable pursuant to this Agreement or otherwise, shall the preceding sentence) will not be made no later than the 15th day of the third month (i.e., 2½ months) paid until after the later of the end of the sixth calendar year or month beginning after Executive’s “separation from service” within the Company’s fiscal year in which Employee’s right to such payment vests meaning of Section 409A of the Code (i.e., is not subject to a the “substantial risk of forfeiture” for purposes of Code Section 409A409A Suspension Period”). For Within 14 calendar days after the end of the 409A Suspension Period, Executive shall be paid a lump sum payment in cash equal to any payments delayed because of the preceding sentence, together with interest on them for the period of delay at a rate not less than the average prime interest rate published in the Wall Street Journal on any day chosen by the Company during that period. Thereafter, Executive shall receive any remaining benefits as if there had not been an earlier delay. In addition, for purposes of this Agreement, “Separation from Service” shall have the meaning given each amount to such term under Section 409A. Each payment and each installment of any severance payments be paid or benefit to be provided for under to Executive pursuant to this Agreement shall be treated construed as a separate identified payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.Code.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive Notwithstanding anything to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year contrary in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment in-kind benefits and each installment of any severance payments reimbursements provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply provided in accordance with the requirements of Treasury Regulation Section 409A1.409A-3(i)(1)(iv), and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign such that any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A and reimbursements provided under this Agreement or, unless otherwise specified in writing, under during any Company program or policy, calendar year shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or not affect in-kind benefits or reimbursements to be provided during one calendar year may not affect the benefits provided during in any other calendar year; (ii) reimbursements shall be paid no later , other than an arrangement providing for the end reimbursement of the calendar year following the year medical expenses referred to in which the Employee incurs such expensesCode Section 105(b), and the Employee 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 any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrarycontrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no amendment may event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 of the Employment Agreement and the parachute payment provisions of Section 11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “ specified employee ” (as determined by the Company in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from the Company and each employer treated as a single employer with the Company under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive ’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made to this Agreement if it would cause at such time as Executive has a separation from service (within the Agreement or any payment hereunder not to be in compliance meaning of Code Section 409A) from the Company and each employer treated as a single employer with Section 409A.the Company, as determined above.

Section 409A Compliance. To the extent applicable, it is intended that All payments under this Agreement are intended to comply with or be exempt from the provisions requirements of Section 409A of the Internal Revenue Code and the guidance regulations promulgated thereunder (“Section 409A”). This Agreement shall be administered As used in a manner consistent with this intentAgreement, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by “Code” means the parties to comply with Section 409A (which amendment may be retroactive to Internal Revenue Code of 1986, as amended. To the extent permitted by under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A). Unless otherwise expressly provided, any payment of compensation by the Company reserves the right to Employee, whether pursuant to modify this Agreement to conform with any or otherwise, all relevant provisions regarding compensation and/or benefits so that such compensation and benefits are exempt from the provisions of 409A and/or otherwise comply with such provisions so as to avoid the tax consequences set forth in Section 409A and to assure that no payment or benefit shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a an “substantial risk of forfeitureadditional tax” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within provision in this Agreement is ambiguous as to its compliance with Section 409A, or to the definition of “short term deferrals” or “involuntary severance” under extent any provision in this Agreement must be modified to comply with Section 409A, such amounts provision shall be excluded from “deferred compensation” as allowed under Section 409A, and read in such a manner so that no payment due to the Executive shall not be subject to the following Section 409A compliance requirements. All payments of an “nonqualified deferred compensationadditional tax” (within the meaning of Section 409A409A(a)(1)(B) are intended of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of the Executive’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the date of termination of employment and the first such payment shall include the cumulative amount of any payments (without interest) that would have been paid prior to such date if not for such restriction. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerateincluding, offset or assign any such deferred paymentwhere applicable, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event requirement that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) any reimbursement is for expenses incurred during the first day Executive’s lifetime (or during a shorter period of the seventh (7th) complete calendar month following such termination of employmenttime specified in this Agreement), or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one a calendar year may not affect the benefits provided during expenses eligible for reimbursement in any other calendar year; , (iiiii) reimbursements shall the reimbursement of an eligible expense will be paid no later than made on or before the end last day of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 periodexpense is incurred, and (iiiiv) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of Section 11.2 unless the Executive would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). In no amendment event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be made imposed on the Executive by Section 409A or damages for failing to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance comply with Section 409A.

Section 409A Compliance. To Notwithstanding anything herein to the extent applicable, it is intended that this Agreement comply with contrary: (i) no termination or other similar payments and benefits hereunder shall be payable unless the provisions Executive’s termination of employment constitutes a “separation from service” within the meaning of Section 409A 1.409A-1(h) of the Internal Revenue Code and Department of Treasury Regulations; (ii) if the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause Executive is deemed at the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day time of the third month (i.e., 2½ months) after the later of the end of the calendar year or the CompanyExecutive’s fiscal year in which Employee’s right separation from service to such payment vests (i.e., is not subject to be a “substantial risk of forfeiturespecified employee” for purposes of Code Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of any termination or other similar payments and benefits to which the Executive may be entitled hereunder (after taking into account all exclusions applicable to such payments or benefits under Section 409A). For ) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of such payments and benefits shall not be provided to the Executive prior to the earlier of (x) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) or (y) the date of the Executive’s death; provided that upon the earlier of such dates, all payments and benefits deferred pursuant to this Section 9(b)(ii) shall be paid in a lump sum to the Executive, and any remaining payments and benefits due hereunder shall be provided as otherwise specified herein; (iii) the determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of the Executive’s separation from service shall be made by the Company in accordance with the terms of Section 409A (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); (iv) to the extent that any Installment Payments under this Agreement, Agreement are deemed to constitute “Separation from Servicenonqualified deferred compensation” shall have within the meaning given of Section 409A, for purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each such payment that the Executive may be eligible to such term under Section 409A. Each payment and each installment of any severance payments provided for receive under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To and distinct payment; (v) to the extent that any severance payments come within reimbursements or corresponding in-kind benefits provided to the definition of Executive under this Agreement are deemed to constitute “short term deferrals” or “involuntary severancedeferred compensation” under Section 409A, such amounts reimbursements or benefits shall be excluded from “deferred compensation” as allowed under Section 409Aprovided reasonably promptly, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted but in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) later than December 31 of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expensesexpense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Employee 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 Department of said period, Treasury Regulations; and (iiivi) the right to reimbursement amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for another any other benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A..

Section 409A Compliance. To the extent applicable, it This Agreement is intended that this Agreement to comply with the provisions requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed consistently with such intent. The payments to the Executive pursuant to this 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(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for this purpose each payment shall constitute a “separately identified” amount within the meaning of Treasury Regulation §1.409A-2(b)(2). In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and the guidance promulgated thereunder (“Section 409A”). This Agreement Executive shall be administered in a manner consistent with cooperate diligently to amend the terms of this intent, and any provision that would cause the Agreement to fail to satisfy Section avoid such 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive Penalties, to the extent permitted possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to the Executive’s “termination of employment,” such term shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A)409A of the Code. Unless otherwise expressly providedNotwithstanding any other provision in this Agreement, if the Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable to the Executive (i) constitutes the payment of compensation by Company nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to Employeethe six-month anniversary of the Executive’s separation from service, whether such payment shall be delayed until the earlier to occur of (a) the first business day following the six-month anniversary of the separation from service and (b) the date of Executive’s death. Any reimbursement or advancement payable to the Executive pursuant to this Agreement or otherwise, otherwise shall be made no later than conditioned on the 15th day submission by the Executive of all expense reports reasonably required by the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term Company 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409Aapplicable expense reimbursement policy, and shall be interpreted paid to the Executive in accordance therewith. Neither party individually or with the Company’s expense reimbursement policy, but in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to no event later than the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to last day of the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in Executive incurred the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) reimbursable expense. Any amount of the Company at a time when its stock is deemed to be publicly traded on an established securities marketexpenses eligible for reimbursement, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orbenefit provided, unless otherwise specified in writing, under any Company program or policy, during a calendar year shall be subject to the following rules: (i) not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary benefit pursuant 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 this Agreement or in-kind benefits otherwise shall not be subject to liquidation or exchange for another any other benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A..

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall will be administered and interpreted in a manner consistent with this intent, and any provision that would cause the this Agreement to fail to satisfy Section 409A shall will have no force and effect until amended by the parties to comply with Section 409A therewith (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly providedNotwithstanding anything contained herein to the contrary, any payment of compensation by Executive shall not be considered to have terminated employment with the Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” Agreement and no payments shall have the meaning given be due to such term under Section 409A. Each payment and each installment of any severance payments provided for Executive under this Agreement shall which are payable upon Executive’s termination of employment unless Executive would be treated as considered to have incurred a separate payment for purposes of application “separation from service” from the Company within the meaning of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” required in order to avoid accelerated taxation and/or tax penalties under Section 409A, such amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s termination of employment shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall instead be paid prior to on the earliest first business day after the date on which it that is permitted six months following Executive’s termination of employment (or upon Executive’s death, if earlier). In addition, for purposes of this Agreement, each amount to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined or benefit to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed provided to be publicly traded on an established securities market, payments determined Executive pursuant to be “nonqualified deferred compensation” payable upon separation from service this Agreement shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions construed as a separate identified payment for purposes of Section 409A. Any payment delayed by reason With respect to expenses eligible for reimbursement under the terms of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orAgreement, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of such expenses eligible for reimbursement or in-kind benefits provided during one calendar in any taxable year may shall not affect the benefits provided during any other year; expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be paid made no later than the end of the calendar year following the calendar year in which the Employee incurs such expensesrelated expenses were incurred, and the Employee 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 except, in each case, to the end of said period, and (iii) extent that the right to reimbursement or in-kind benefits does not provide for a “deferral of compensation” within the meaning of Section 409A; provided, however, that with respect to any reimbursements for any taxes to which Executive becomes entitled under the terms of this Agreement, the payment of such reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made by the Company no later than the end of the calendar year following the calendar year in which Executive remits the related taxes. Upon the expiration of the applicable Section 409A(a)(2) deferral period, all payments deferred pursuant to this Agreement if it would cause the Agreement or any payment hereunder not shall be paid to be Executive in compliance with Section 409A.a lump sum (less applicable tax withholdings).

Section 409A Compliance. To the extent applicable, it this Agreement is intended that this Agreement to comply with the provisions requirements of Section 409A of the Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code and of 1986, as amended (together with the guidance promulgated thereunder (applicable regulations thereunder, “Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and To the extent that any provision that would cause the in this Agreement is ambiguous as to fail to satisfy its compliance with Section 409A shall have no force and effect until amended by or to the parties extent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision shall be read, or shall be modified (with the mutual consent of the parties, which amendment consent shall not be unreasonably withheld), as the case may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly providedbe, any payment of compensation by Company to Employee, whether pursuant to in such a manner so that all payments due under this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code comply with Section 409A). 409A. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each each payment and each installment of any severance payments provided for made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of payment. Notwithstanding any provision of this Agreement to the contrary, if necessary to comply with the restriction in Section 409A(a)(2)(B) concerning payments to “specified employees” (as defined in Section 409A) any payment on account of the Executive’s separation from service that would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until the first business day of the seventh month following the Executive’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of application of Section 409A. To this Agreement unless he would be considered to have incurred a “separation from service” from the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (Company within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To Premier and I intend that any amounts payable hereunder that could constitute “deferred compensation” within the extent applicable, it is intended that this Agreement comply with the provisions meaning of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement ) will be compliant with Section 409A. If Premier shall be administered in a manner consistent with this intent, and determine that any provision that would cause of this Agreement does not comply with the requirements of Section 409A, Premier shall amend the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties extent necessary (including retroactively) in order to comply with Section 409A (which amendment may be retroactive shall not reduce the amounts payable to the extent permitted by Section 409Ame under this Agreement). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, Premier shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall also have the meaning given discretionary authority to take such term under Section 409A. Each payment and each installment of other actions to correct 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended failures to comply in operation with the requirements of Section 409A409A. Such authority shall include the power to adjust the timing or other details relating to the awards and/or payments described in this Agreement (but not the amounts payable to me under this Agreement) if Premier determines that such adjustments are necessary in order to comply with or become exempt from the requirements of Section 409A. Notwithstanding the foregoing, and to the extent that this Agreement or any payment or benefit (or portion thereof) under this Agreement or the plans referenced herein shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary deemed not to comply with Section 409A. In 409A, then Premier and its Related Companies, the event that Employee is determined to be a “key employee” (as defined Board and determined under Section 409A) Compensation Committee of the Company at Board, and Premier, Inc. and its Related Companies’ shareholders, owners, board members, officers, employees, and their designees and agents shall not be liable to me in any way. However, if and to the extent I incur any Section 409A related excise taxes, penalties or interest charges as a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day result of the seventh (7th) complete calendar month following such termination Company’s breach of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement ornot otherwise consented to by me in writing (e.g., unless otherwise specified with respect to payment timing), then Premier shall reimburse me in writing, under any Company program or policy, shall be subject to the following rules: (i) full for the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect such excise taxes, penalties and interest charges so that I am restored to the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year same position in which the Employee incurs such expenses, and the Employee 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 I would have been had Premier’s breach not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.occurred.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for Payments under this Agreement (the “Payments”) shall be treated as designed and operate in such a separate payment for purposes of manner that they are either exempt from the application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” of, or “involuntary severance” under Section 409Acomply with, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and the regulations, applicable case law and administrative guidance related to same. All Payments shall be interpreted be, under all circumstances, deemed to come from an unfunded plan. Further, notwithstanding any provision in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior this Agreement to the earliest date on which it is permitted contrary, all Payments subject to be paid under Section 409A will not be accelerated in time or schedule. In addition, all Severance Payments, including Change of Control Severance Payments, that are deferred compensation and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may 409A will only be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be payable upon a “key employeeseparation from service” (as that term is defined and determined under at Section 409A1.409A-1(h) of the Treasury Regulations) from Company at and from all other corporations and trades or businesses, if any, that would be treated as a time when its stock is deemed single “service recipient” with Company under Section 1.409A-1(h)(3). All references in this Agreement to a termination of employment shall be publicly traded on an established securities marketconstrued to require a “separation from service.” Furthermore, payments and notwithstanding any provisions of this Agreement to the contrary, if all or any portion of the Payments and/or benefits due under this Section 4 are determined to be “nonqualified non-qualified deferred compensation” payable upon separation from service subject to Section 409A and Company determines that Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the final regulations promulgated thereunder, and other guidance issued thereunder, then such Payments and/or benefits (or a portion thereof) shall be made commence no earlier than (i) the first day of the seventh (7th) complete calendar month following such Executive’s termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any first payment delayed by reason of the prior sentence shall be paid out in being a single lump lump-sum at the end of such required delay period in order to catch up equal to the original aggregate Payments and/or benefits Executive would have received during such six-month period if no such payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.delay had been imposed.

Section 409A Compliance. To the extent applicable, it It is intended that any benefits under this Agreement comply with satisfy, to the provisions greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This , provided under Treasury Regulations Sections 1.409A‑1(b)(4), and 1.409A‑1(b)(9), and this Agreement shall will be administered construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner consistent that complies with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with 409A. For purposes of Section 409A (which amendment may be retroactive to the extent permitted by including, without limitation, for purposes of Treasury Regulations Section 409A1.409A‑2(b)(2)(iii). Unless otherwise expressly provided), any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which EmployeeExecutive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each receive any installment of any severance payments provided for under this Agreement (whether severance payments, if any, 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. Severance benefits shall not commence until the Executive has a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “separation from service”). Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of termination to be a “specified employee” for purposes of application Section 409A(a)(2)(B)(i), and if any of Section 409A. To the payments set forth herein are deemed to be “deferred compensation,” then to the extent that delayed commencement of any severance portion of such payments come within is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the definition of “short term deferrals” or “involuntary severance” related adverse taxation under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and payments shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid provided prior to the earliest of (i) the expiration of the six-month period measured from the date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to of termination, (ii) the timing date of payments except Executive’s death or (iii) such earlier date as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution without the imposition of a waiver and release which may be executed and/or revoked in a calendar year adverse taxation. Upon the first business day following the calendar year in which the payment event (expiration of such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary period, all payments deferred pursuant to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence this paragraph shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orsum, unless otherwise specified in writing, under and any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements remaining payments due shall be paid no later than as otherwise provided herein. No interest shall be due on any amounts so deferred. Finally, if the end period during which Executive may consider and sign a release in connection with the receipt of severance benefits spans two calendar years, the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 payment of said period, and (iii) the right to reimbursement or in-kind benefits shall severance will not be subject to liquidation made or exchange for another benefit. Notwithstanding anything herein to begin until the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.later calendar year.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code The Award and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, shares of Common Stock and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for amounts payable under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted 409A so as to prevent the inclusion in accordance therewith. Neither party individually or gross income of any benefits accrued hereunder in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid a taxable year prior to the earliest date on taxable year or years in which it such amount would otherwise be actually distributed or made available to the Participants. The Agreement shall be administered and interpreted to the extent possible in a manner consistent with that intent. Notwithstanding the terms of Section 2 or Section 3, if a Participant is permitted a “specified employee” within the meaning of Section 409A, no payments in respect of any Award or RSU that is “deferred compensation” subject to be paid under Section 409A and Employee shall have no discretion with respect to which would otherwise be payable upon the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation Participant’s “separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employeeservice” (as defined and determined under in Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) to such Participant prior to the first day date that is six months after the date of the seventh (7th) complete calendar Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six month following delay, all such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall payments will be paid out in a single lump sum at on the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to earliest date permitted under Section 409A provided that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement or, unless otherwise specified as an amount includible in writing, gross income under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To the extent applicable, it is intended that the Plan and this Agreement comply with the provisions requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Code and the guidance promulgated thereunder Service (“Section 409A”). This Any provision of the Plan or this Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement this Award to fail to satisfy Section 409A shall have no force and or effect until amended by the parties to comply with Section 409A (409A, which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, 409A. Notwithstanding any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day provision of the third month (i.e.Plan to the contrary, 2½ months) after if the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., Grantee is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key specified employee” (as defined and determined under in Section 409A1.409A-1(i) of the Company Treasury Department Regulations) at the time of the Grantee’s “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Department Regulations and including a time when its stock is deemed termination of employment or service on account of Disability that does not satisfy the definition of “disability” under Section 409A-3(i)(4) of the Treasury Department Regulations), and payments to be publicly traded on an established securities marketthe Grantee hereunder are not exempt from Section 409A as a short-term deferral or otherwise, payments determined these payments, to be “nonqualified deferred compensation” the extent otherwise payable upon within six (6) months after the Grantee’s separation from service shall be made no delayed until the earlier than of the date which is six (i6) months after the date of the Grantee’s separation from service or the date of death of the Grantee. Any payments that were scheduled to be paid during the six (6) month period following the Grantee’s separation from service, but which were delayed pursuant to this Section 12(h), shall be paid without interest on, or as soon as administratively practicable after, the first day following the six (6) month anniversary of the seventh Grantee’s separation from service (7th) complete calendar month following such termination or, if earlier, the date of employment, or (ii) Employeethe Grantee’s death, consistent with the provisions of Section 409A. ). Any payment delayed by reason of the prior sentence shall payments that were originally scheduled to be paid out in a single lump sum at following the end of such required delay period in order six (6) months after the Grantee’s separation from service shall continue to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance accordance with Section 409A.their predetermined schedule.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code imposes an additional 20% tax, plus interest, on payments from “non-qualified deferred compensation plans.” Certain payments under this Grant Agreement could be considered to be payments under a “non-qualified deferred compensation plan.” The additional 20% tax and interest do not apply if the guidance promulgated thereunder (“payment qualifies for an exception to the requirements of Section 409A”409A or complies with the requirements of Section 409A. The Company believes, but does not and cannot warrant or guaranty, that the payments due pursuant to this Grant Agreement qualify for the short-term deferral exception to Section 409A as set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding anything to the contrary in this Grant Agreement, if the Company determines that neither the short-term deferral exception nor any other exception to Section 409A applies to the payments due pursuant to this Grant Agreement, to the extent any payments are due on the Grantee’s termination of employment, the term “termination of employment” shall mean “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). In addition, if Grantee is a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) and any payments due pursuant to this Grant Agreement are payable on the Grantee’s “separation from service,” then such payments shall be paid on the first business day following the expiration of the six month period following the Grantee’s “separation from service.” This Grant Agreement shall be administered operated in a manner consistent compliance with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A or an exception thereto and each provision of this Grant Agreement shall have no force and effect until amended by be interpreted, to the parties extent possible, to comply with Section 409A (which amendment may be retroactive or to qualify for an applicable exception. The Grantee remains solely responsible for any adverse tax consequences imposed upon the extent permitted Grantee by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to EmployeeExecutive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which EmployeeExecutive’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 separation from Serviceservice” shall have the meaning given to 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 that any severance payments come within amounts payable by the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject Company to the following Section 409A compliance requirements. All payments of Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee 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 payments to which Section 409A applies payments which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Servicetermination of employment) occurs shall commence payment only in the such following calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee Executive incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Code Section 409A.

Section 409A Compliance. To the extent applicable, it is intended that All payments under this Agreement are intended to comply with or be exempt from the provisions requirements of Section 409A of the Internal Revenue Code and the guidance regulations promulgated thereunder (“Section 409A”). This Agreement shall be administered As used in a manner consistent with this intentAgreement, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by “Code” means the parties to comply with Section 409A (which amendment may be retroactive to Internal Revenue Code of 1986, as amended. To the extent permitted by under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A). Unless otherwise expressly provided, any payment of compensation by the Company reserves the right to Employee, whether pursuant to modify this Agreement to conform with any or otherwise, all relevant provisions regarding compensation and/or benefits so that such compensation and benefits are exempt from the provisions of 409A and/or otherwise comply with such provisions so as to avoid the tax consequences set forth in Section 409A and to assure that no payment or benefit shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a an “substantial risk of forfeitureadditional tax” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within provision in this Agreement is ambiguous as to its compliance with Section 409A, or to the definition of “short term deferrals” or “involuntary severance” under extent any provision in this Agreement must be modified to comply with Section 409A, such amounts provision shall be excluded from “deferred compensation” as allowed under Section 409A, and read in such a manner so that no payment due to the Executive shall not be subject to the following Section 409A compliance requirements. All payments of an “nonqualified deferred compensationadditional tax” (within the meaning of Section 409A409A(a)(1)(B) are intended of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of the Executive’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the date of termination of employment and the first such payment shall include the cumulative amount of any payments (without interest) that would have been paid prior to such date if not for such restriction. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerateincluding, offset or assign any such deferred paymentwhere applicable, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event requirement that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) any reimbursement is for expenses incurred during the first day Executive’s lifetime (or during a shorter period of the seventh (7th) complete calendar month following such termination of employmenttime specified in this Agreement), or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one a calendar year may not affect the benefits provided during expenses eligible for reimbursement in any other calendar year; , (iiiii) reimbursements shall the reimbursement of an eligible expense will be paid no later than made on or before the end last day of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 periodexpense is incurred, and (iiiiv) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of Section 10 unless the Executive would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). In no amendment event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be made imposed on the Executive by Section 409A or damages for failing to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance comply with Section 409A.

Section 409A Compliance. To Premier and Executive intend that any amounts payable hereunder that could constitute “deferred compensation” within the extent applicable, it is intended that this Agreement comply with the provisions meaning of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement , will be compliant with Section 409A. If Premier shall be administered in a manner consistent with this intent, and determine that any provision that would cause of this Agreement does not comply with the requirements of Section 409A, Premier may amend the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties extent necessary (including retroactively) in order to comply with Section 409A (which amendment may be retroactive shall not reduce the amounts payable to the extent permitted by Section 409AExecutive under this Agreement). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, Premier shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall also have the meaning given discretionary authority to take such term under Section 409A. Each payment and each installment of other actions to correct 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended failures to comply in operation with the requirements of Section 409A409A. Such authority shall include the power to adjust the timing or other details relating to the awards and/or payments described in this Agreement (but not the amounts payable to Executive under this Agreement) if Premier determines that such adjustments are necessary in order to comply with or become exempt from the requirements of Section 409A. Notwithstanding the foregoing, and to the extent that this Agreement or any payment or benefit (or portion thereof) under this Agreement or the plans referenced herein shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary deemed not to comply with Section 409A. In 409A, then Premier and its Related Companies, the event that Employee is determined Board and Compensation Committee, and Premier, Inc. and its Related Companies’ shareholders, owners, board members, officers, employees, and their designees and agents shall not be liable to be Executive in any way. However, if and to the extent Executive incurs any Section 409A related excise taxes, penalties or interest charges as a “key employee” (as defined and determined under Section 409A) result of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day Company’s breach of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement ornot otherwise consented to by Executive in writing (e.g., unless otherwise specified with respect to payment timing), then Premier shall reimburse Executive in writing, under any Company program or policy, shall be subject to the following rules: (i) full for the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect such excise taxes, penalties and interest charges so that Executive is restored to the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year same position in which the Employee incurs such expenses, and the Employee 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 Executive would have been had Premier’s breach not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.occurred.

Section 409A Compliance. To the extent applicable, it This Agreement is intended that this Agreement to comply with the provisions of with, or otherwise be exempt from, Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, The Company and the Employee agree that they will execute any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant all amendments to this Agreement or otherwiseas they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A. The preceding provisions, however, shall not be made no later than construed as a guarantee by the 15th day Company of any particular tax effect to the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)Employee under this Agreement. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given right to such term under Section 409A. Each payment and each a series of installment of any severance payments provided for under this Agreement shall be treated as a right to a series of separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirementspayments. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with With respect to the timing any reimbursement of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employmentexpenses of, or (ii) Employee’s death, consistent with the provisions any provision of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided to, the Employee, as specified under this Agreement orAgreement, unless otherwise specified in writing, under any Company program such reimbursement of expenses or policy, provision of in-kind benefits shall be subject to the following rulesconditions: (i1) the amount of expenses eligible for reimbursement or the amount of in-kind benefits provided during in one calendar taxable year may shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided during in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; (ii2) reimbursements the reimbursement of an eligible expense shall be paid made no later than the end of the calendar year following after the year in which the Employee incurs such expenses, and the Employee 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, expense was incurred; and (iii3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made No amount payable pursuant to this Agreement which constitutes a “deferral of compensation” subject to Section 409A shall be paid unless and until the Employee first incurs a “separation from service” for purposes of Section 409A. Further, to the extent that the Employee is a “specified employee” (as defined in Section 409A) as of the date of Employee’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Employee’s separation from service shall paid to Employee before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Employee’s separation from service or, if it would cause earlier, the date of Employee’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. This Amendment does not delete, terminate or replace any provision of the Agreement or any payment hereunder not to be in compliance with Section 409A.except as specifically provided herein.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive Notwithstanding anything to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year contrary in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment in-kind benefits and each installment of any severance payments reimbursements provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply provided in accordance with the requirements of Treasury Regulation Section 409A1.409A-3(i)(1)(iv), and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign such that any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A and reimbursements provided under this Agreement or, unless otherwise specified in writing, under during any Company program or policy, calendar year shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or not affect in-kind benefits or reimbursements to be provided during one calendar year may not affect the benefits provided during in any other calendar year; (ii) reimbursements shall be paid no later , other than an arrangement providing for the end reimbursement of the calendar year following the year medical expenses referred to in which the Employee incurs such expensesCode Section 105(b), and the Employee 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 any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrarycontrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no amendment may event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 above and the parachute payment provisions of Section 11(a) above are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “specified employee” (as determined by the Playa Management in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from Playa Management and each employer treated as a single employer with Playa Management under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from Playa Management is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made to this Agreement if it would cause at such time as Executive has a separation from service (within the Agreement or any payment hereunder not to be in compliance meaning of Code Section 409A) from Playa Management and each employer treated as a single employer with Section 409A.Playa Management, as determined above.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive Notwithstanding anything to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year contrary in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment in-kind benefits and each installment of any severance payments reimbursements provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply provided in accordance with the requirements of Treasury Regulation Section 409A1.409A-3(i)(1)(iv), and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign such that any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A and reimbursements provided under this Agreement or, unless otherwise specified in writing, under during any Company program or policy, calendar year shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or not affect in-kind benefits or reimbursements to be provided during one calendar year may not affect the benefits provided during in any other calendar year; (ii) reimbursements shall be paid no later , other than an arrangement providing for the end reimbursement of the calendar year following the year medical expenses referred to in which the Employee incurs such expensesCode Section 105(b), and the Employee 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 any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrarycontrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no amendment may event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 above and the parachute payment provisions of Section 11(a) above are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “specified employee” (as determined by the Flora Management in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from Flora Management and each employer treated as a single employer with Flora Management under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from Flora Management is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made to this Agreement if it would cause at such time as Executive has a separation from service (within the Agreement or any payment hereunder not to be in compliance meaning of Code Section 409A) from Flora Management and each employer treated as a single employer with Section 409A.Flora Management, as determined above.

Section 409A Compliance. To Notwithstanding anything contained herein to the extent applicablecontrary, it is intended that the Executive shall not be considered to have terminated employment with Hercules Offshore, Inc. for purposes of this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement no payments shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive due to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to Executive under this Agreement or otherwiseany policy or plan of Hercules Offshore, shall Inc. as in effect from time to time providing for payment of amounts on termination of employment, unless the Executive would be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right considered to such payment vests (i.e., is not subject to have incurred a “substantial risk of forfeitureseparation from service” for purposes of Code Section 409A). For purposes of this Agreementfrom Hercules Offshore, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (Inc. within the meaning of Section 409A) are intended 409A. Notwithstanding anything in this Agreement to comply with the contrary, if the Board determines, upon advice of counsel, that any provision of this Agreement does not, in whole or in part, satisfy the requirements of Section 409A, and shall be interpreted the Board, in accordance therewith. Neither party individually or its sole discretion, may unilaterally modify this Agreement in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which manner as it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary deems appropriate to comply with Section 409A. In 409A; provided, that in making any such modifications, the Board shall seek to minimize any adverse economic consequences to the Executive, and the Company shall have no liability to the Executive in the event that Employee is determined an additional tax, earlier tax or additional penalties are imposed on the Executive pursuant to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed 409A. All reimbursements pursuant to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service this Agreement shall be made no earlier than (iin accordance with Treasury Regulation §1.409A-3(i)(1)(iv) such that the first day reimbursements will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amounts reimbursed under Sections 4(b)(v) or as part of the seventh (7th) complete calendar month following such termination of employment, or (ii) EmployeeWelfare Benefit Continuation during the Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar taxable year may not affect the benefits provided during amounts reimbursed in any other year; taxable year (ii) except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be paid no later than made on or before the end last day of the calendar Executive’s taxable year following the taxable year in which the Employee incurs such expensesexpense was incurred, and the Employee 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 is not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrarycontrary in this Agreement, no amendment may compensation or benefits, including without limitation any severance payments or benefits, shall be made paid to Executive during the six (6)-month period following his termination of employment to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement if it would cause result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Agreement or Code. If the payment of any payment hereunder not such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Executive a lump-sum amount equal to be in compliance with Section 409A.the cumulative amount that would have otherwise been payable to Executive during such six-month period, plus interest at the then-applicable prime rate.

Section 409A Compliance. To The intent of the extent applicable, it parties is intended that payments and benefits under this Award Agreement comply with the provisions of Section 409A of the Internal Revenue Code and of 1986, as amended (the guidance promulgated thereunder (“Section 409ACode”). This ) to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted and be administered to be in a manner consistent with this intentcompliance therewith. Notwithstanding anything contained herein to the contrary, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by required in order to avoid accelerated taxation and/or tax penalties under Section 409A)409A of the Code, the Participant shall not be considered to have terminated employment or service for purposes of this Award Agreement until the Participant would be considered to have incurred a “separation from service” within the meaning of Section 409A of the Code. Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to Any payments described in this Award Agreement or the Plan that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, payment shall be made no later than in accordance with Exhibit A, notwithstanding any provision for accelerated vesting under the 15th day Plan. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the third month (i.e.Code, 2½ months) after the later no Change of the end of the calendar year or the Company’s fiscal year Control shall be deemed to have occurred unless it constitutes a change in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term control event under Section 409A. Each payment and each installment of any severance payments provided for under Notwithstanding anything to the contrary in this Award Agreement shall be treated as a separate payment for purposes of application of Section 409A. To or the Plan, to the extent that any severance payments come within the definition of RSUs are payable to a “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensationspecified employee” (within the meaning of Section 409A409A of the Code) are intended to comply with upon a separation from service and such payment would result in the requirements imposition of Section 409A, and shall be interpreted in accordance therewith. Neither party individually any individual penalty tax or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid late interest charges imposed under Section 409A of the Code, the settlement and Employee payment of such awards shall have no discretion with respect instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). To the extent required to the timing of payments except as permitted avoid accelerated taxation and/or tax penalties under Section 409A. Any payments to which Section 409A applies which are subject to of the Code, if a period specified for execution of a waiver release of claims begins in one taxable year and release which may be executed and/or revoked ends in a calendar year following second taxable year, the calendar year in which settlement or payment of the payment event (such as Separation from Service) occurs awards shall commence payment only occur in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other second taxable year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A..

Section 409A Compliance. To (i) Notwithstanding anything to the contrary herein, the following provisions apply to the extent applicable, it is intended that this Agreement comply with the provisions of severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance promulgated thereunder and any state law of similar effect (collectively “Section 409A”). This Agreement Severance benefits shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect not commence until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to Executive has a “substantial risk of forfeitureseparation from service” for purposes of Code Section 409A). For 409A. Solely for purposes of determining the timing of payment of amounts owed to Executive as a result of the termination of Executive’s employment with the Company pursuant to Sections 7(b) or 9(a) of this Agreement, references to termination of Executive’s employment shall mean Executive’s “Separation separation from Serviceservice” shall have the meaning given to (as such term under is used for such purposes of Section 409A. Each payment 409A of the Code) with the Company and each installment any Related Entities. Executive shall be deemed to have a separation from service on a date only if the Company and Executive reasonably anticipate that (a) no further services will be performed for the Company or any Related Entities after such date or (b) the level of bona fide services Executive will perform for the Company or any severance payments provided Related Entities after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Company and any Related Entities if Executive has then been providing services to the Company or any Related Entities for under this Agreement less than 36 months). For periods during which Executive is on a paid Leave of Absence and has not otherwise terminated employment, Executive shall be treated as providing bona fide services at a separate payment level equal to the level of services that he would have been required to perform to receive the compensation paid with respect to such Leave of Absence. Also, periods during which Executive is on an unpaid Leave of Absence and has not otherwise terminated employment shall be disregarded (including for purposes of application of Section 409A. To determining the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment36-month, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment scheduleshorter period). 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.The term “

Section 409A Compliance. To the extent applicable, it is intended that Payments contemplated pursuant to this Agreement are intended to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the guidance regulations promulgated thereunder (“Section 409A”). This ) (including the provisions for exceptions and exemptions from Section 409A) and all provisions of this Agreement shall be administered construed and interpreted in a manner consistent with the requirements for avoiding taxes and penalties under Section 409A. If any payment(s) to the Executive under the terms of this intentAgreement or any plans is determined to constitute a payment of nonqualified deferred compensation for purposes of Section 409A payable on account of a “separation from service” (as defined under Section 409A) that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), such payment(s) shall be delayed until the date that is six months and one day after the date of the Executive’s separation from service with the Company (or, if sooner, the date of the Executive’s death), if and only to the extent necessary to comply with the special rule for certain “specified employees” set forth in Code Section 409A(a)(2)(B)(i). Upon the expiration of the period described in the preceding sentence, all payments and benefits delayed pursuant to this subsection (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum without interest, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force remaining payments and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for benefits due under this Agreement shall be treated as a separate paid or provided in accordance with the normal payment dates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes of application any provision of Section 409A. To this Agreement providing for the extent that payment of any severance payments come within the definition amounts or benefits upon or following a termination of employment unless such termination is also a “short term deferralsseparation from service” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended 409A and, for purposes of any such provision of this Agreement, references to comply with a “termination,” “termination of employment” or like terms shall mean “separation from service.” Except as otherwise expressly provided herein, to the requirements extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign the amount of any such deferred paymentexpenses eligible for 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 life-time or other aggregate limitation applicable to medical expenses), in compliance with Section 409A. No amount no event shall any expenses be paid prior to reimbursed after the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to last day of the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expensesare incurred, and the Employee in no event 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 any right to reimbursement or the provision of any in-kind benefits shall not benefit be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be Each payment made to under this Agreement if it would cause shall be treated as a “separate payment” within the Agreement or any payment hereunder not to be in compliance with meaning of Section 409A.

Section 409A Compliance. To the extent applicable, it It is intended that any benefits under this Agreement comply with satisfy, to the provisions greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This , provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement shall will be administered construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner consistent that complies with Section 409A. Notwithstanding anything to the contrary in this intentAgreement, if any severance pay or benefits are deferred compensation under Section 409A, and any provision that would cause the Agreement to fail to satisfy Section 409A period during which Executive may sign the Release begins in one calendar year and the first payroll date following the period during which Executive may sign the Release occurs in the following calendar year, then the severance pay or benefit shall have no force and effect not be paid or the first payment shall not occur until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)year. For purposes of this AgreementSection 409A (including, “Separation from Service” shall have the meaning given without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to such term under Section 409A. Each payment and each receive any installment of any severance payments provided for under this Agreement (whether severance payments, if any, 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 Executive is deemed by the Company at the time of termination to be a “specified employee” for purposes of application Section 409A(a)(2)(B)(i), and if any of Section 409A. To the payments set forth herein are deemed to be “deferred compensation,” then to the extent that delayed commencement of any severance portion of such payments come within is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the definition of “short term deferrals” or “involuntary severance” related adverse taxation under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and payments shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid provided prior to the earliest of (i) the expiration of the six-month period measured from the date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to of termination, (ii) the timing date of payments except Executive’s death or (iii) such earlier date as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution without the imposition of a waiver and release which may be executed and/or revoked in a calendar year adverse taxation. Upon the first business day following the calendar year in which the payment event (expiration of such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary period, all payments deferred pursuant to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence this paragraph shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orsum, unless otherwise specified in writing, under and any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements remaining payments due shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee as otherwise provided herein. No interest shall take all actions necessary to claim all such reimbursements be due 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.amounts so deferred.

Section 409A Compliance. To The Award and the extent applicable, it is intended that Shares and amounts payable under this Agreement are intended to comply with or be exempt from the provisions requirements of Section 409A so as to prevent the inclusion in gross income of any benefits accrued hereunder in a taxable year prior to the Internal Revenue Code and taxable year or years in which such amount would otherwise be actually distributed or made available to the guidance promulgated thereunder (“Section 409A”)Participant. This The Agreement shall be administered and interpreted to the extent possible in a manner consistent with this that intent, and . Notwithstanding any other provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, if a Participant is a “Separation from Servicespecified employee” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended , no payments in respect of any Award or RSU that is “deferred compensation” subject to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to which would otherwise be payable upon the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation Participant’s “separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employeeservice” (as defined and determined under in Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) to such Participant prior to the first day date that is six months after the date of the seventh (7th) complete calendar Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six month following delay, all such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall payments will be paid out in a single lump sum at on the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to earliest date permitted under Section 409A provided that is also a business day. To the extent any payment under this Award is conditioned on the effectiveness of a release of claims and the period Participant is afforded to consider the release spans two calendar years, payment will be made in the second calendar year. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement oras an amount includible in gross income under Section 409A. Notwithstanding any contrary provision of the Plan or this Agreement (including, unless otherwise specified in writingwithout limitation, under any Company program or policySections 9(b)(iii) and 9(b)(v) of the Plan), shall the delivery of Shares hereunder may only be subject accelerated to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with extent permitted under Section 409A.

Section 409A Compliance. To the extent applicable, it This Agreement is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment of the Code or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be retroactive excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)possible. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes payment. Any payments to be made under this Agreement upon a termination of application of Section 409A. To the extent that any severance payments come within the definition of employment shall only be made upon a “short term deferrals” or “involuntary severanceseparation from service” under Section 409A409A. Notwithstanding the foregoing, such amounts shall be excluded from “deferred compensation” as allowed the Bank makes no representations that the payments and benefits provided under Section 409A, and shall not be subject to the following this Agreement comply with Section 409A and in no event shall the Bank be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance requirements. All payments with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with your termination of employment is determined to constitute “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which you are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key specified employee” (as defined and determined under in Section 409A) 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Company at a time when its stock is deemed to be publicly traded on an established securities market, date of termination (the “Specified Employee Payment Date”). The aggregate of any payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) that would otherwise have been paid before the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence Specified Employee Payment Date shall be paid out to you in a single lump sum at on the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orSpecified Employee Payment Date and thereafter, 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements remaining payments shall be paid no later than the end of the calendar year following the year without delay in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance accordance with Section 409A.their original schedule.

Section 409A Compliance. To the extent applicable, it (a) It is intended that any benefits under this Agreement comply with satisfy, to the provisions greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This , provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement shall will be administered construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner consistent that complies with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with 409A. For purposes of Section 409A (which amendment may be retroactive to the extent permitted by including, without limitation, for purposes of Treasury Regulations Section 409A1.409A-2(b)(2)(iii). Unless otherwise expressly provided), any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which EmployeeExecutive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each receive any installment of any severance payments provided for under this Agreement (whether severance payments, if any, 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. A termination of employment shall not be deemed to have occurred for purposes of application any provision of this 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. To 409A 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. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of a separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any payments or benefits that the Executive becomes entitled to under this Agreement on account of such separation from service are deemed to be “deferred compensation,” then to the extent that delayed commencement of any severance portion of such payments come within or benefits is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the definition of “short term deferrals” or “involuntary severance” related adverse taxation under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and payments shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid provided prior to the earliest of (i) the expiration of the six-month period measured from the date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to of separation from service, (ii) the timing date of payments except Executive’s death or (iii) such earlier date as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution without the imposition of a waiver and release which may be executed and/or revoked in a calendar year adverse taxation. Upon the first business day following the calendar year in which the payment event (expiration of such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary period, all payments deferred pursuant to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence this paragraph shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orsum, unless otherwise specified in writing, under and any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements remaining payments due shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee as otherwise provided herein. No interest shall take all actions necessary to claim all such reimbursements be due 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.amounts so deferred.

Section 409A Compliance. To the extent applicable, it This Agreement is intended that not to result in the imposition of any tax, interest charge or other assessment, penalty or addition under Section 409A of the Code. In addition to any specific references to Section 409A of the Code in this Agreement, all terms and conditions of this Agreement are intended, and shall be interpreted and applied to the greatest extent possible in such manner as may be necessary, to comply with the provisions of Section 409A of the Internal Revenue Code and the any rules, regulations or other regulatory guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy issued under Section 409A shall have no force and effect until amended by of the parties Code. If any modification of this Agreement is necessary to comply with the provisions of Section 409A (which amendment may be retroactive of the Code, and the making of such modification itself does not fail to comply with any requirement of Section 409A of the Code, then the Company and the Employee agree to modify this Agreement in the least restrictive manner necessary to accomplish such result without causing any diminution in the value of the payments to the extent permitted by Section 409A)Employee. Unless otherwise expressly providedWith respect to any reimbursement of expenses of, or any payment provision of compensation by Company to in-kind benefits to, the Employee, whether pursuant as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to this Agreement the following conditions: (1) the expenses eligible for reimbursement or otherwisethe amount of in-kind benefits provided in one 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 arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following after the year in which the Employee incurs such expenses, and the Employee 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, expense was incurred; and (iii3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to the contrary, no amendment may Employee under this Agreement. The Company shall not be liable to Employee for any payment made to under this Agreement if it would cause that is determined to result in an additional tax, penalty, or interest under Section 409A of the Agreement or Code, nor for reporting in good faith any payment hereunder not to be made under this Agreement as an amount includible in compliance with gross income under Section 409A.409A of the Code.

Section 409A Compliance. To Notwithstanding any other provision of the extent applicablePlan or this Agreement to the contrary, it is intended that this Agreement comply with Award shall be exempted from the provisions definition of “non-qualified deferred compensation” within the meaning of Section 409A of the IRS Code (together with any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury of the Internal Revenue Code and the guidance promulgated thereunder (Service, collectively “Section 409A”). This Agreement , and the Plan shall be administered in a manner consistent with this intent, and interpreted accordingly (including to avoid the imposition of any provision that would cause the Agreement to fail to satisfy additional or accelerated taxes or other penalties under Section 409A of the Code). Under no circumstances, however, shall the Company have no force and effect until amended by any liability under the parties to comply with Section 409A (which amendment may be retroactive Plan or this Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to Plan and/or this Agreement or otherwiseany EDP Deferral Election, shall be made no later than the 15th day including any taxes, penalties or interest imposed under Section 409A of the third month (i.e., 2½ months) after Code. Notwithstanding anything to the later of the end of the calendar year or the Company’s fiscal year contrary contained in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within payment or benefit under this Agreement, or any other plan or arrangement of the definition of Company or its affiliates, is determined by the Company to constitute “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “non-qualified deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments and is payable to Employee by reason of Employee’s termination of employment, then (a) such payment or benefit shall be made or provided to Employee only upon a “nonqualified deferred compensationseparation from service” as defined for purposes of Section 409A under applicable regulations and (b) if Employee is a “specified employee” (within the meaning of Section 409A) are intended to comply with 409A and as determined by the requirements Company), such payment or benefit shall not be made or provided before the date that is six months after the date of Section 409A, and shall Employee’s separation from service (or Employee’s earlier death). Each payment under this Agreement will be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid treated as a separate payment under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.Code.

Section 409A Compliance. To It is the extent applicable, it is intended intention of the Company and the Grantee that the Restricted Stock and related benefits awarded under this Award Agreement comply with shall be exempt from the provisions requirements of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder its implementing regulations (“Section 409A”) and shall be interpreted in a manner consistent with this intention. In the event that the Company or the Grantee reasonably determines that the Restricted Stock and/or any related benefits under this Award Agreement may be subject to Section 409A, the Company and Grantee shall work together to adopt such amendments to this Award Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective to the extent allowed under applicable laws). This , or take any other commercially reasonable actions necessary or appropriate to cause the Restricted Stock and related benefits awarded under this Award Agreement to (i) be exempt from Section 409A, or (ii) otherwise comply with the requirements of Section 409A. It is the intention of the Company and the Grantee that the Performance Units and related benefits awarded under this Award Agreement shall comply with Section 409A and shall be administered interpreted in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive . Notwithstanding anything to the extent permitted by Section 409A). Unless otherwise expressly providedcontrary contained herein, any payment a termination of compensation by Company Grantee’s employment shall not be deemed to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” have occurred for purposes of Code Section 409A). For purposes of making any payments under this Agreement, Award Agreement related to the Performance Units unless such termination gives rise to a “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A, a “Separation from Service”) are intended and references to “termination of employment” shall mean Separation from Service. In the event that the Company or the Grantee reasonably determines that the Performance Units and/or any related benefits under this Award Agreement fails to comply with Section 409A, the Company and Grantee shall work together to adopt such amendments to this Award Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective to the extent allowable by applicable laws), or take any other commercially reasonable actions necessary or appropriate to comply with the requirements of Section 409A, and 409A. Nothing in this Agreement shall be interpreted in accordance therewithconstrued as a guarantee of any particular tax treatment to Grantee. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount Grantee shall be paid prior to solely responsible for the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion tax consequences with respect to the timing of payments except as permitted all amounts payable under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver this Award Agreement, and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment no event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, have any responsibility or (ii) Employee’s death, consistent with the provisions liability if this Award Agreement does not meet any applicable requirements of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To Solely to the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties necessary to comply with Section 409A of the Code, any amounts payable to you pursuant this Agreement during the period beginning on your Date of Termination and ending on the six-month anniversary of such date shall be delayed and not paid to you until the first business day following such sixth-month anniversary date, at which time such delayed amounts will be paid to you in a cash lump sum (the “ Catch-up Amount ”). If payment of an amount is delayed as a result of this Section 10, such amount shall be increased with interest from the date on which amendment may be retroactive such amount would otherwise have been paid to you but for this Section 10 to the extent permitted by day prior to the date the Catch-up Amount is paid. The rate of interest shall be the applicable short-term federal rate applicable under Section 409A)7872(f)(2)(A) of the Code for the month in which occurs your Date of Termination. Unless otherwise expressly providedSuch interest shall be paid at the same time that the Catch-up Amount is paid. If you die on or after your Date of Termination and prior to the sixth-month anniversary of such date, any payment of compensation by Company to Employee, whether amount delayed pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount 10 shall be paid prior to your estate or beneficiary, as applicable, together with interest, within 30 days following the earliest date on which it is permitted to be paid under of your death. The provisions of this Section 409A and Employee 10 shall have no discretion with respect apply notwithstanding any provision of this Agreement related to the timing of payments except as permitted following your Date of Termination. To the extent a payment under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only this Agreement is not made with in the calendar year in which the release revocation short-term deferral period ends or another permitted exemption or exception from application of Code Section 409A, payments under this Agreement are intended to comply, and this Agreement shall be interpreted as necessary to comply, with Code Section 409A and the regulations promulgated thereunder. Any provision of this Agreement that cannot be so interpreted or applied consistent with Code Section 409A is deemed amended to comply with Code Section 409A. 409A or, if such amendment is not possible, is void. In the event that Employee is determined you become entitled to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities marketindemnification for any Losses or other expenses, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employmentcosts, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement fees or in-kind benefits subject to under Section 409A provided under 3 of this Agreement orand such Losses, unless otherwise specified in writingexpenses, under any Company program or policycosts, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement fees or in-kind benefits provided during one calendar year may are not affect the benefits provided during any other year; exempt from Code Section 409A pursuant to Treasury Regulation § (iib)(9)(v) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs because such Losses, expenses, and the Employee 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 periodcosts, and (iii) the right to reimbursement fees or in-kind benefits shall were not be subject incurred or provided by the last day of the second taxable year following your Involuntary Termination, then the Company will satisfy any such right to liquidation indemnification by reimbursement or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be providing in-kind benefits in compliance accordance with Section 409A.Treasury Regulation § 1.409A-3(i)(1)(iv) as follows:

Section 409A Compliance. To The intent of the extent applicable, it parties is intended that payments and benefits under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A. Notwithstanding anything herein to the contrary, a termination of employment shall be deemed to have occurred at the time such termination constitutes a “separation from service” within the meaning of Code Section 409A for purposes of any provision of this Agreement providing for the payment of any amounts or benefits in connection with a termination of employment and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean a “separation from service.” Further, if, on the date of a “separation from service” (as defined in Code Section 409A), Employee is a “specified employee” (as defined in Code Section 409A), no amounts that would constitute deferred compensation payable hereunder that are subject to Code Section 409A shall be made until the earliest date on which payment is permissible under 409A(a)(2)(B)(i) (the six (6)-month delay rule for specified employees). This Agreement provision shall be administered in a manner consistent with not apply to any Severance Compensation payments made pursuant to Section 5(b) of this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to Agreement. To the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to that reimbursements or other in-kind benefits under this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a constitute “substantial risk of forfeiturenonqualified deferred compensation” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to (A) all such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement expenses or other reimbursements hereunder shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” made on or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to last day of the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar taxable year in which the payment event such expenses were incurred by Employee, (such as Separation from ServiceB) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 such 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. For purposes of Code Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. Notwithstanding anything herein any other provision to the contrary, in no amendment may be made to event shall any payment under this Agreement if it would cause the Agreement or that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset by any payment hereunder not to be in compliance with other amount unless otherwise permitted by Code Section 409A.409A. * * * * *

Section 409A Compliance. To the extent applicable, it is intended that All payments under this Agreement are intended to comply with or be exempt from the provisions requirements of Section 409A of the Internal Revenue Code and the guidance regulations promulgated thereunder (“Section 409A”). This Agreement shall be administered As used in a manner consistent with this intentAgreement, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by “Code” means the parties to comply with Section 409A (which amendment may be retroactive to Internal Revenue Code of 1986, as amended. To the extent permitted by under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A). Unless otherwise expressly provided, any payment of compensation by the Company reserves the right to Employee, whether pursuant to modify this Agreement to conform with any or otherwise, all relevant provisions regarding compensation and/or benefits so that such compensation and benefits are exempt from the provisions of 409A and/or otherwise comply with such provisions so as to avoid the tax consequences set forth in Section 409A and to assure that no payment or benefit shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a an “substantial risk of forfeitureadditional tax” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within provision in this Agreement is ambiguous as to its compliance with Section 409A, or to the definition of “short term deferrals” or “involuntary severance” under extent any provision in this Agreement must be modified to comply with Section 409A, such amounts provision shall be excluded from “deferred compensation” as allowed under Section 409A, and read in such a manner so that no payment due to the Executive shall not be subject to the following Section 409A compliance requirements. All payments of an “nonqualified deferred compensationadditional tax” (within the meaning of Section 409A409A(a)(1)(B) are intended of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of the Executive’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the date of termination of employment and the first such payment shall include the cumulative amount of any payments (without interest) that would have been paid prior to such date if not for such restriction. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerateincluding, offset or assign any such deferred paymentwhere applicable, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event requirement that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) any reimbursement is for expenses incurred during the first day Executive’s lifetime (or during a shorter period of the seventh (7th) complete calendar month following such termination of employmenttime specified in this Agreement), or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one a calendar year may not affect the benefits provided during expenses eligible for reimbursement in any other calendar year; , (iiiii) reimbursements shall the reimbursement of an eligible expense will be paid no later than made on or before the end last day of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 periodexpense is incurred, and (iiiiv) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of Sections 8.1 and 11.4 unless the Executive would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). In no amendment event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be made imposed on the Executive by Section 409A or damages for failing to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance comply with Section 409A.

Section 409A Compliance. To the extent applicable, it This Agreement is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment of the Code or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be retroactive excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)possible. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes payment. Any payments to be made under this Agreement upon a termination of application of Section 409A. To the extent that any severance payments come within the definition of employment shall only be made upon a “short term deferrals” or “involuntary severanceseparation from service” under Section 409A409A. Notwithstanding the foregoing, such amounts shall be excluded from “deferred compensation” as allowed the Company makes no representations that the payments and benefits provided under Section 409A, and shall not be subject to the following this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance requirements. All payments with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with your termination of employment is determined to constitute “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which you are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key specified employee” (as defined and determined under in Section 409A) 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Company at a time when its stock is deemed to be publicly traded on an established securities market, date of termination (the “Specified Employee Payment Date”). The aggregate of any payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) that would otherwise have been paid before the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence Specified Employee Payment Date shall be paid out to you in a single lump sum at on the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orSpecified Employee Payment Date and thereafter, 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements remaining payments shall be paid no later than without delay in accordance with their original schedule. (Signatures appear on the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.page)

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered Notwithstanding anything in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than any other agreements between the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year REIT or the Company’s fiscal year in which Employee’s right , and the Executive (“Other Agreements”) to such the contrary, if, based on Internal Revenue Service guidance available as of the date the payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment or provision of any severance payments provided for amount or other benefit is required to be made under this Agreement shall be treated as a separate (including, but no limited to, any payment, accelerated vesting, benefit continuation right or Gross-Up Amount under Section 6 hereof) or under any Other Agreements, the REIT reasonably determines that the payment for purposes or provision of application of Section 409A. To such amount or other benefit at such specified time may potentially subject the extent that any severance payments come within the definition of Executive to “short term deferralsadditional tax” or and “involuntary severanceinterest” under Section 409A409A(a)(1)(B) of the Code (together with any interest or penalties imposed with respect to, or in connection with, such amounts shall be excluded from tax, a “deferred compensation409A Tax”), because the Executive is a “specified employee” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A409A(a)(2)(B)(i) are intended to comply with of the requirements of Section 409ACode or otherwise, and if payment of such amount or provision of such benefit at a later date would likely avoid any such 409A Tax, then the payment or provision thereof shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior postponed to the earliest date business day on which it the REIT reasonably determines such amount or benefit can be paid or provided without incurring any such 409A Tax, but in no event later than the first business day after the six-month anniversary of the Executive’s severance from service within the meaning of Section 409A(a)(2) of the Code (the “Delayed Payment Date”). In the event a benefit is permitted to be provided during the period commencing on the Executive’s separation from service and ending on the Delayed Payment Date and the provision of such benefit during that period would be treated as a payment of nonqualified deferred compensation in violation of Section 409A(a)(2)(B)(i) of the Code, then continuation of such benefit during that period shall be conditioned on payment by the Executive of the full premium or other cost of coverage and as of the Delayed Payment Date the REIT shall reimburse the Executive for the premiums or other cost of coverage paid under Section by the Executive, which but for this paragraph would have been paid by the REIT. The REIT and the Executive may agree to take other actions to avoid the imposition of 409A Tax at such time and Employee shall have no discretion with respect to the timing of payments except in such manner as permitted under Section 409A. Any payments The REIT shall have no liability to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked the Executive in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service Executive shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in liable for a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.Tax.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive Notwithstanding anything to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year contrary in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment in-kind benefits and each installment of any severance payments reimbursements provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply provided in accordance with the requirements of Treasury Regulation Section 409A1.409A-3(i)(1)(iv), and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign such that any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A and reimbursements provided under this Agreement or, unless otherwise specified in writing, under during any Company program or policy, calendar year shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or not affect in-kind benefits or reimbursements to be provided during one calendar year may not affect the benefits provided during in any other calendar year; (ii) reimbursements shall be paid no later , other than an arrangement providing for the end reimbursement of the calendar year following the year medical expenses referred to in which the Employee incurs such expensesCode Section 105(b), and the Employee 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 any in-kind benefits and reimbursements shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrarycontrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be promptly made to Executive following such submission, but in no amendment may event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section 6 above and the parachute payment provisions of Section 11(a) above are intended to be exempt from treatment as nonqualified deferred compensation under Code Section 409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section 1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a “specified employee” (as determined by the Playa Resorts in its discretion in accordance with applicable regulations under Code Section 409A) at the time of his separation from service (within the meaning of Code Section 409A) from Playa Resorts and each employer treated as a single employer with Playa Resorts under Code Section 414(b) or (c) (provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent”) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section 409A) are payable under this Agreement by reason of Executive’s separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive’s separation from service shall be delayed until the earlier of (i) the first business day which is at least six (6) months and one (1) day following the date of such separation from service, (ii) the death of Executive, or (iii) such earlier date on which payment is permitted under Code Section 409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section 1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section 409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from Playa Resorts is treated as nonqualified deferred compensation (within the meaning of Code Section 409A), then instead of making such payment upon occurrence of the termination of employment, such payment shall be made to this Agreement if it would cause at such time as Executive has a separation from service (within the Agreement or any payment hereunder not to be in compliance meaning of Code Section 409A) from Playa Resorts and each employer treated as a single employer with Section 409A.Playa Resorts, as determined above.

Section 409A Compliance. To the extent applicable, it 9.13.1 This Agreement is intended that this Agreement to comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”), or an exemption thereunder. This Agreement shall be construed and administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner consistent so that all payments hereunder comply with Section 409A. The parties agree that this intentAgreement may be amended, as reasonably requested by either party, and any provision that would cause the Agreement as may be necessary to fail to satisfy Section 409A shall have no force and effect until amended by the parties to fully comply with Section 409A (which amendment may be retroactive and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Notwithstanding any other provision of this Agreement to the extent permitted by Section 409A). Unless otherwise expressly providedcontrary, any payment of compensation by Company to Employee, whether pursuant to payments provided under this Agreement or otherwise, shall be made no later than the 15th day of the third month upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., including a voluntary separation from service for good reason that is not subject to a “substantial risk of forfeiture” considered an involuntary separation for purposes of Code the separation pay exception under Treasury Regulation 1.409A-1(n)(2)) or as a short-term deferral shall be excluded from Section 409A)409A to the maximum extent possible. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirementspayment. All Any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A (e.g., payments and benefits that do not qualify as a short-term deferral or as a separation pay exception) to be made under this Agreement upon a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement or, unless otherwise specified comply with Section 409A and in writing, under any Company program or policy, no event shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make be liable for all such reimbursement payments prior to the end or any portion of said periodany taxes, and (iii) the right to reimbursement penalties, interest, or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment other expenses that may be made to this Agreement if it would cause incurred by the Agreement or any payment hereunder not to be in Executive on account of non-compliance with Section 409A.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code imposes an additional 20% tax, plus interest, on payments from “non-qualified deferred compensation plans.” Certain payments under this Grant Agreement could be considered to be payments under a “non-qualified deferred compensation plan.” The additional 20% tax and interest do not apply if the guidance promulgated thereunder (“payment qualifies for an exception to the requirements of Section 409A”409A or complies with the requirements of Section 409A. The Company believes, but does not and cannot warrant or guaranty, that the payments due pursuant to this Grant Agreement qualify for the short-term deferral exception to Section 409A of the Code as set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding anything to the contrary in this Grant Agreement, if the Company determines that neither the short-term deferral exception nor any other exception to Section 409A applies to the payments due pursuant to this Grant Agreement, to the extent any payments are due on the Grantee’s termination of employment, the term “termination of employment” shall mean “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). In addition, if the Grantee is a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) and any payments due pursuant to this Grant Agreement are payable on the Grantee’s “separation from service,” then such payments shall be paid on the first business day following the expiration of the six month period following the Grantee’s “separation from service.” This Grant Agreement shall be administered operated in a manner consistent compliance with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A or an exception thereto and each provision of this Grant Agreement shall have no force and effect until amended by be interpreted, to the parties extent possible, to comply with Section 409A (which amendment may be retroactive or to qualify for an applicable exception. The Grantee remains solely responsible for any adverse tax consequences imposed upon the extent permitted Grantee by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To the extent applicable, it This Agreement is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment of the Code or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be retroactive excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)possible. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes payment. Any payments to be made under this Agreement upon a termination of application of Section 409A. To the extent that any severance payments come within the definition of employment shall only be made upon a “short term deferrals” or “involuntary severanceseparation from service” under Section 409A409A. Notwithstanding the foregoing, such amounts shall be excluded from “deferred compensation” as allowed the Company makes no representations that the payments and benefits provided under Section 409A, and shall not be subject to the following this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance requirements. All payments with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to you in connection with your termination of employment is determined to constitute “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which you are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key specified employee” (as defined and determined under in Section 409A) 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Company at a time when its stock is deemed to be publicly traded on an established securities market, date of termination (the “Specified Employee Payment Date”). The aggregate of any payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) that would otherwise have been paid before the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence Specified Employee Payment Date shall be paid out to you in a single lump sum at on the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orSpecified Employee Payment Date and thereafter, 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements remaining payments shall be paid no later than the end of the calendar year following the year without delay in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance accordance with Section 409A.their original schedule.

Section 409A Compliance. To the extent applicable, it It is intended that all compensation payable pursuant to this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intentare exempt from or, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to alternatively, comply with Section 409A (which amendment may be retroactive to the extent permitted by and any legally binding guidance promulgated under Section 409A, including, without limitation, the Final Treasury Regulations). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to and this Agreement will be interpreted, administered and operated accordingly. In the event that any provision of this Agreement is inconsistent with Section 409A or otherwisesuch guidance, then the applicable provisions of Section 409A shall be made supersede such inconsistent provision. Notwithstanding the foregoing, in no later than the 15th day event will any of Company, its parent, its or their respective subsidiaries, affiliates, or officers, directors, employees, or agents have any liability for failure of the third month (i.e., 2½ months) after the later form of this Agreement to be exempt from or comply with Section 409A and none of the end foregoing guarantees that the form of the calendar year this Agreement is exempt from or the Company’s fiscal year in which Employeecomplies with Code Section 409A. For all purposes under Section 409A, Executive’s right to such payment vests (i.e., is not subject receive any payments pursuant to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a right to receive a separate and distinct payment, and any payments to be made in installments shall be deemed to be a series of separate payments. Whenever a payment for purposes under this Agreement specifies a payment period with reference to a number of application days, the actual date of Section 409A. To the extent that any severance payments come payment within the definition specified period shall be within the sole discretion of Company. A “short term deferralstermination of employment” or under this Agreement shall mean a “involuntary severanceseparation from service” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign 409A. Notwithstanding any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) provisions of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may to the extent the that Section 409A would cause an adverse tax consequence to the Participant, a Change in Control shall not be made deemed to occur for purposes of this Agreement if it would cause unless the Agreement Change in Control meets the definition ascribed to the phrase “Change in the Ownership or any payment hereunder not Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Regulation 1.409A-3(i)(5), as revised from time to be time in compliance with Section 409A.either subsequent regulations or other guidance.

Section 409A Compliance. To the extent applicable, it is intended The parties intend that all provisions of this Agreement shall either be exempt from or comply with the provisions requirements of Section 409A of the Internal Revenue Code and of 1986, as amended (the guidance promulgated thereunder (“Section 409ACode”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation termination,” “termination date” and “terminate” when used in the context of termination of employment shall mean a “separation from Serviceservice” shall have with the meaning given to Company and its affiliates (i.e., generally an entity 50% or more of which is owned or controlled by the Company), as such term under is defined in Treasury Regulation Section 409A. Each payment and each installment 1.409A-1(h) (provided, that the reasonably anticipated reduced level 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409Abona fide services, such amounts shall be excluded from “deferred compensation” as allowed under Section 409Aif any, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (performed by Executive after such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier less than (i) the first day 50 percent of the seventh (7th) complete calendar average level of bona fide services provided to the Company and its affiliates by Executive in the immediately preceding 36 month following such termination period). Nothing in this Agreement shall be interpreted to permit accelerated payment or further deferral of employmentnonqualified deferred compensation, as defined in Section 409A, or (ii) Employee’s death, consistent with any other payment or further deferral in violation of the provisions requirements of Section 409A. Any Executive does not have any right to make any election regarding the time or form of payment delayed by reason due under this Agreement. Expenses and reimbursement of the prior sentence shall expenses will be paid out by the Company and/or the Bank consistent with their generally applicable policies, and in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid event no later than the end of the calendar year following the calendar year in which the Employee incurs such expensesexpenses are incurred. With respect to reimbursements that constitute taxable income to Executive, and the Employee shall take all actions necessary to claim all no such reimbursements on a timely basis to permit or expenses eligible for reimbursement in any calendar year shall in any way affect the Company to make all such expenses eligible for reimbursement payments prior to the end of said period, in any other calendar year and (iii) the Executive’s right to reimbursement or in-kind benefits shall not be subject to liquidation or in exchange for another any other benefit. Notwithstanding anything herein No provision of this Agreement shall be operative to the contraryextent that it will result in the imposition of the additional tax described in Code Section 409A(a)(1)(B)(i)(II) and the parties agree to revise the Agreement as necessary to comply with Section 409A or an exemption therefrom and fulfill the purpose of the voided provision. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from Executive or any other individual to the Company or any of its respective affiliates, no amendment employees or agents. Except for the obligation of the Company and/or the Bank under Section 9 of this Agreement to reimburse Executive for certain tax payments he may be required to make resulting from his receipt of certain change of control payments from the Company and/or the Bank, all taxes associated with payments made to Executive pursuant to this Agreement if it would cause the Agreement or Agreement, including any payment hereunder not to liability imposed under Section 409A, shall be in compliance with Section 409A.borne by Executive.

Section 409A Compliance. To It is the extent applicable, it is intended that intent of this Agreement to comply with the provisions requirements of Section 409A of the Internal Revenue Code and of 1986, as amended (the guidance promulgated thereunder (“Section 409ACode”). This Agreement shall , so that none of the severance and other payments and benefits to be administered in a manner consistent with this intentprovided hereunder will be subject to the additional tax imposed under Section 409A of the Code, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall will be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employeeinterpreted accordingly. The Executive’s right to such payment vests (i.e., is not subject to a “substantial risk series of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall will be treated as a right to a series of separate payments within the meaning of Treas. Reg. § 1.409A-2(b)(2)(iii). The foregoing notwithstanding, the Company will in no event whatsoever be liable for any additional tax, interest or penalty incurred by the Executive as a result of the failure of any payment for purposes of application or benefit to satisfy the requirements of Section 409A. To 409A of the extent that Code. Notwithstanding any severance payments come within provision to the definition contrary in this Agreement, (a) no amount of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “nonqualified deferred compensation” as allowed under Section 409A, and shall not be compensation subject to the following Section 409A compliance requirements. All payments of the Code that is payable in connection with the termination of the Executive’s employment will be paid to the Executive unless the termination of the Executive’s employment constitutes a “nonqualified deferred compensationseparation from service” (within the meaning of Section 409A1.409A-1(h) are intended to comply with of the requirements Department of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to Treasury Regulations; (b) if the earliest date on which it Executive is permitted to be paid under Section 409A and Employee shall have no discretion with respect to deemed at the timing time of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation his separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined service to be a “key specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent that delayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement (as defined and determined after taking into account all exclusions applicable to such termination benefits under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Company at a time when its stock is deemed Code, such portion of the Executive’s termination benefits will not be provided to be publicly traded on an established securities market, payments determined the Executive prior to be “nonqualified deferred compensation” payable upon separation from service shall be made no the earlier than of (i) the first day expiration of the seventh six-month period measured from the date of the Executive’s “separation from service” with the Company (7thas such term is defined in the Department of Treasury Regulations issued under Section 409A) complete calendar month following such termination of employment, or and (ii) Employeethe date of the Executive’s death; provided that upon the earlier of such dates, consistent all payments deferred pursuant to this clause (b) will be paid to the Executive in a lump sum, and any remaining payments due under this Agreement will be paid as otherwise provided herein; (c) the determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service will be made by the Company in accordance with the provisions terms of Section 409A. Any payment delayed by reason 409A of the prior sentence shall be paid out in a single lump sum at Code and applicable guidance thereunder (including, without limitation, Section 1.409A-1(i) of the end Department of such required delay period in order to catch up Treasury Regulations and any successor provision thereto); and (d) to the original payment schedule. All expense extent that any reimbursement of expenses or in-kind benefits subject to constitutes “deferred compensation” under Section 409A provided under this Agreement orof the Code, 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 such reimbursement or in-kind benefits benefit will be provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end December 31 of the calendar year following the year in which the Employee incurs such expenses, and expense was incurred. The amount of expenses reimbursed in one year will not affect the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such amount eligible for reimbursement payments prior to the end in any subsequent year. The amount of said period, and (iii) the right to reimbursement or any in-kind benefits shall provided in one year will not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to affect the contrary, no amendment may be made to this Agreement if it would cause the Agreement or amount of in-kind benefits provided in any payment hereunder not to be in compliance with Section 409A.other year.

Section 409A Compliance. To the extent applicable, it is intended that this This Agreement shall be interpreted and performed so as to comply with the any applicable provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This ) and the regulations and official guidance issued pursuant thereto such as will avoid any inclusion of income by Executive under Section 409A of any payment or benefit under this Agreement shall or under any arrangement required to be administered in a manner consistent aggregated with this intent, and any provision that would cause Agreement. Terms defined in this Agreement will have the Agreement to fail to satisfy meanings given such terms under Section 409A shall have no force if and effect until amended by to the parties extent required to comply with Section 409A. Any payments that are due within the “short term deferral period” as defined in Section 409A (which amendment may or that are paid in a manner covered by Treas. Reg. Section 1.409A-1(b)(9)(iii) will not be retroactive treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor Executive will have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A). Unless otherwise expressly provided409A. In any event, the Company makes no representations or warranty and will have no liability to the Executive or any payment other person, other than with respect to payments made by the Company in violation of compensation by Company to Employeethe provisions of this Agreement, whether pursuant to if any provisions of or payments under this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right are determined to such payment vests (i.e., is not constitute deferred compensation subject to a “substantial risk Section 409A but not to satisfy the conditions of forfeiture” for purposes of Code Section 409A)that section. For purposes of this Agreement, a termination of employment with the Company shall mean a “Separation separation from Serviceservice” shall have the meaning given to such term under as defined in Section 409A. Each payment If and each installment to the extent any portion of any severance payments payment, compensation or other benefit provided for under this Agreement shall be treated to Executive in connection with Executive’s separation from service (as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under defined in Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject ) is determined to the following Section 409A compliance requirements. All payments of constitute “nonqualified deferred compensation” (within the meaning of Section 409A409A and Executive is at such time a specified employee as defined in Section 409A(a)(2)(B)(i) are intended to comply with of the requirements of Section 409ACode, and shall be interpreted as determined by the Company in accordance therewith. Neither party individually or in combination may acceleratewith its procedures, offset or assign any by which determination Executive hereby agrees to be bound, such deferred portion of the payment, except in compliance with Section 409A. No amount shall compensation or other benefit will not be paid prior to before the earliest day that is six months plus one day after the date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” service (as defined and determined under Section 409A) (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to Executive during the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon period between the date of separation from service shall and the New Payment Date will be made no earlier than (i) paid to Executive in a lump sum on the first day of the seventh (7th) complete calendar month following payroll date after such termination of employmentNew Payment Date, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall and any remaining payments will be paid out in a single lump sum at the end of such required delay period in order to catch up to the on their original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A..

Section 409A Compliance. To the extent applicable, it This Agreement is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be retroactive excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)possible. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes payment. Any payments to be made under this Agreement upon a termination of application employment shall only be made upon a “separation from service” under Section 409A to the extent required to avoid a violation of Section 409A. To Notwithstanding the extent foregoing, neither the Employer nor any Affiliate makes any representation that any severance the payments come within the definition of “short term deferrals” or “involuntary severance” and benefits provided under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under this Agreement comply with Section 409A, and in no event shall not the Employer or any Affiliate be subject liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the following Section 409A compliance requirements. All payments Executive in connection with Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination or if sooner the date of Executive’s death (the “Specified Employee Payment Date”) to the extent required for compliance with Section 409A. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive (or Executive’s beneficiary) in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. Any payment under Section 4 of this Agreement that is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and that is subject to the Release becoming effective, and that would otherwise be paid in the first 30 days after Executive’s termination date shall be interpreted paid, if at all, on such 30th day and any remaining payments shall be made in accordance therewithwith their original schedule. Neither party individually Payments with respect to reimbursements of expenses or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount in-kind benefits shall be paid prior to or provided in accordance with the earliest date on which it is permitted to Employer’s applicable policy or benefit plan, but in all events reimbursements shall be paid under Section 409A and Employee shall have no discretion with respect to later than the timing last day of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a the calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee relevant expense is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment scheduleincurred. 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 The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during provision in any other calendar year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A..

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to EmployeeExecutive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which EmployeeExecutive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) EmployeeExecutive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee Executive incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To The following provisions shall apply if Grantee is a U.S. Taxpayer. Notwithstanding the extent applicableforegoing provisions of this Agreement, it is intended no Shares or amounts payable hereunder in connection with a termination of your employment that this Agreement comply with are subject to Section 409A of the provisions Code as deferred compensation (and do not qualify for the “short term deferral” or any other exemption under applicable U.S. Treasury Regulations) and that are payable upon a termination of your employment (“Separation Payments”) shall be paid unless the termination constitutes a “separation from service,” within the meaning of Section 409A of the Internal Revenue Code. In addition, if you are a “specified employee,” within the meaning of Section 409A of the Code, at the time of a separation from service, any Separation Payments payable in connection with a separation from service shall instead be paid on the first business day following the earlier to occur of (a) the expiration of the six (6)-month period following your separation from service or (b) your death, if necessary to comply with Section 409A of the Code. The Performance Stock Units are intended to be exempt from or compliant with Section 409A of the Code and the guidance promulgated thereunder (“U.S. Treasury Regulations relating thereto so as not to subject Grantee to the payment of additional taxes and interest under Section 409A”)409A of the Code or other adverse tax consequences. This In furtherance of this intent, the provisions of this Agreement shall will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this intentAgreement, and any provision the Plan or both, without the consent of Grantee, in the manner that would cause the Agreement Committee may determine to fail to satisfy Section 409A shall have no force and effect until amended by the parties be necessary or advisable in order to comply with Section 409A (which amendment of the Code or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may be retroactive to apply under Section 409A of the extent permitted by Code if compliance is not practical. This Section 409A). Unless otherwise expressly provided, any payment 15 does not create an obligation on the part of compensation by the Company to Employee, whether pursuant to modify the terms of this Agreement or otherwise, shall be made no later than the 15th day Plan and does not guarantee that the Performance Stock Units or the delivery of Shares upon vesting/settlement of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall Performance Stock Units will not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409Ataxes, interest and shall be interpreted in accordance therewith. Neither party individually penalties or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid other adverse tax consequences under Section 409A and Employee of the Code. In no event whatsoever shall have no discretion with respect Arrow or any of its Subsidiaries or Affiliates be liable to the timing of payments except as permitted under Section 409A. Any payments to which any party for any additional tax, interest or penalties that may be imposed on Grantee by Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary Code or any damages for failing to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) 409A of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) Code or for any action taken by the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.Committee.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by the Company to Employeethe Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th 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 Employeethe Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any bonus or severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within amounts payable by the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject Company to the following Section 409A compliance requirements. All payments of Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee the Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee the Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (ia) the first (1st) day of the seventh (7th) complete calendar month following such termination of employment, or (iib) Employeethe Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee Executive incurs such expenses, and the Employee 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, and (iv) the expenses must be incurred, or in-kind benefits provided, during the lifetime of the Executive, unless this Agreement or a Company program or policy provides a shorter period. Notwithstanding anything herein The Executive shall be responsible for the payment of all taxes applicable to payments or benefits received from the Company. It is the intent of the Company that the provisions of this Agreement and all other plans and programs sponsored by the Company be interpreted to comply in all respects with Section 409A; provided, however, the Company shall have no liability to the contraryExecutive, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be in compliance with Section 409A.applicable to any payment or benefit received by the Executive or any successor or beneficiary thereof.

Section 409A Compliance. To the extent applicable, it It is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code all benefits and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether payable pursuant to this Agreement are exempt from or, alternatively, comply with Code Section 409A (and any legally binding guidance promulgated under Code Section 409A, including, without limitation, the Final Treasury Regulations), and this Agreement will be interpreted, administered and operated accordingly. In the event that any provision of this Agreement is inconsistent with Code Section 409A or otherwisesuch guidance, then the applicable provisions of Code Section 409A shall be supersede such inconsistent provision. In accordance with the foregoing, the Executive shall not have a legally binding right to any distribution made to Executive in error. Notwithstanding the foregoing, in no later than the 15th day event will any of the third month (i.e.Company, 2½ months) after the later its parent, its or their respective subsidiaries, affiliates, or officers, directors, employees, or agents have any liability for failure of this Agreement to be exempt from or comply with Code Section 409A and none of the end of foregoing guarantees that the calendar year Agreement is exempt from or complies with Code Section 409A. For all purposes under Code Section 409A, the Company’s fiscal year in which EmployeeExecutive’s right to such payment vests (i.e., is not subject receive any payments pursuant to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment for purposes under this Agreement specifies a payment period with reference to a number of application days, the actual date of payment within the specified period shall be within the sole discretion of the Company. A “termination of employment” under this Agreement shall mean a “separation from service” under Code Section 409A. To 409A and Final Treasury Regulation 1.409A-1(h) and the default presumptions thereof. Notwithstanding any other provision of this Agreement to the contrary, to the extent that any severance payments come within the definition reimbursement of expenses constitutes “short term deferrals” or “involuntary severancedeferred compensation” under Code Section 409A, such amounts reimbursement shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end December 31 of the calendar year following the year in which the Employee incurs such expenses, and expense was incurred. The amount of expenses reimbursed in one year shall not affect the Employee shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such amount eligible for reimbursement payments prior to the end in any subsequent year. The amount of said period, and (iii) the right to reimbursement or any in-kind benefits provided in one year shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to affect the contrary, no amendment may be made to this Agreement if it would cause the Agreement or amount of in-kind benefits provided in any payment hereunder not to be in compliance with Section 409A.other year.

Section 409A Compliance. To Notwithstanding any other provision of this Agreement to the extent applicablecontrary, it is intended that any payment or benefit provided pursuant to or in connection with this Agreement comply that is considered to be nonqualified deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time, including without limitation payment and provision of benefits only in connection with the provisions occurrence of a permissible payment event contained in Section 409A, that complies with the applicable requirements of Section 409A of the Internal Revenue Code and Code, to avoid the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” unfavorable tax consequences provided therein for purposes of Code Section 409A)non-compliance. For purposes of this Agreement, “Separation from Service” shall have the meaning given all rights to such term under Section 409A. Each payment payments and each installment of any severance payments provided for under this Agreement benefits hereunder shall be treated as rights to receive a series of separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject benefits to the following fullest extent allowed by Section 409A compliance requirementsof the Code. All payments of “nonqualified deferred compensation” (within If the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it Executive is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” employee (as defined and determined under in Section 409A416(i) of the Company at a time when its Code without regard to Paragraph (5) thereof) and any of the Company’s stock is deemed to be publicly traded on an established securities marketmarket or otherwise, payments determined to be “then payment of any amount or provision of any benefit under this Agreement which is considered nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits compensation subject to Section 409A provided under this Agreement of the Code shall be deferred for six (6) months and one (1) day after termination of the Executive’s employment or, unless if earlier, the Executive’s death, to the extent required by Section 409A of the Code (the “409A deferral period”). In the event such payments are otherwise specified due to be made during the 409A deferral period, the payments which would otherwise have been made in writing, under any Company program or policy, the 409A deferral period shall be subject to accumulated and paid in a lump sum as soon as the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses409A deferral period ends, and the Employee balance of the payments shall take all actions necessary be made as otherwise scheduled. In the event benefits are required to claim all be deferred, any such reimbursements on a timely basis to permit benefit may be provided during the Company to make all such reimbursement payments prior to 409A deferral period at the end of said periodExecutive’s expense, and (iii) with the Executive having the right to reimbursement or in-kind from the Company once the 409A deferral period ends, and the balance of the benefits shall not be subject provided as otherwise scheduled. For purposes of this Agreement, termination or cessation of employment shall mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services the Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to liquidation or exchange for another benefit. Notwithstanding anything herein to no more than 20% of the contraryaverage level of bona fide services performed over the immediately preceding 36-month period (or, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.lesser, Executive’s period of service).

Section 409A Compliance. To the extent applicable, it is intended that Notwithstanding anything set forth in this Agreement comply with to the provisions of Section 409A of the Internal Revenue Code contrary and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive only to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended necessary to comply with the requirements of Code Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the final Treasury Regulations issued pursuant to Code Section 409A. No amount 409A shall be paid prior unless and until the Executive has incurred a termination of employment that qualifies as a “separation from service” within the meaning of Code Section 409A Regulations. Furthermore, to the earliest date on which it extent that the Executive is permitted to be paid under a “specified employee” within the meaning of the Code Section 409A and Employee shall have no discretion with respect only to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as extent necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under requirements of Code Section 409A) , as of the Company at date of the Executive’s separation from service, any amount that constitutes a time when its stock deferral of compensation which is deemed to be publicly traded payable on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon account of the Executive’s separation from service shall instead be made no earlier than paid to the Executive on the date (ithe “Delayed Payment Date”) which is the first day of the seventh (7th) complete calendar month after the date of the Executive’s separation from service or, if earlier, the date of the Executive’s death following such termination separation from service. All such amounts that would, but for this Section 18, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. The Company intends that payments or benefits provided to the Executive pursuant to this Agreement will not be subject to taxation under Code Section 409A. The provisions of employmentthis Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, the Company does not guarantee any particular tax effect for income received by the Executive pursuant to this Agreement. In any event, except for the Company’s obligations to (i) properly withhold applicable income and employment taxes from compensation paid or provided to the Executive, (ii) Employee’s death, consistent with the provisions of timely make Gross-Up Payments as specified under Section 409A. Any payment delayed by reason 11 of the prior sentence shall Agreement, and (iii) determine in good faith the amounts and timing of payments of nonqualified deferred compensation amounts (if any) that are to be paid out in a single lump sum at to Executive, the end Company shall not be responsible for the payment of such required delay period in order to catch up any applicable taxes that are imposed on Executive for compensation paid or provided to the original payment scheduleExecutive pursuant to this Agreement. All expense Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits subject provided pursuant 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 rulesconditions: (i1) the amount of expenses eligible for reimbursement or in-kind benefits provided during in one calendar taxable year may shall not affect the expenses eligible for reimbursement or in-kind benefits provided during in any other taxable year; (ii2) reimbursements the reimbursement of eligible expenses or in-kind benefits shall be paid made promptly, subject to the Company’s applicable policies, but in no event later than the end of the calendar year following after the year in which the Employee incurs such expenses, and the Employee 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, expense was incurred; and (iii3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A..

Section 409A Compliance. To the extent applicable, it is This Letter Agreement and all payments and benefits provided hereunder are intended that this Agreement to be exempt from or otherwise comply with the provisions of Section 409A of the Internal Revenue Code and of 1986, as amended (the guidance promulgated thereunder “Code”) (“Section 409A”including the exceptions thereto). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A)applicable, and the provisions of this Letter Agreement will be administered, interpreted and construed accordingly. Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, The Release shall be made no later than executed such that it becomes effective, with all revocation periods having expired unexercised, within 60 days following the 15th Executive’s termination of employment. If such 60-day of the third month (i.e., 2½ months) period ends in a calendar year after the later of the end of the calendar year or in which the CompanyExecutive’s fiscal employment terminates, then, but only to the extent required by Section 409A of the Code to avoid taxes and/or interest thereunder, any payments and benefits that would have been made during the calendar year in which EmployeeExecutive’s right employment terminates instead shall be withheld and paid on the first business day in the calendar year after the calendar year in which Executive’s employment terminates, with all remaining payments to be made according to the schedule set forth herein, as if no such payment vests (i.e., is delay had occurred. If Executive’s termination of employment hereunder does not subject to constitute a “substantial risk of forfeitureseparation from service” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A409A of the Code, then any amounts payable hereunder on account of a termination of the Executive’s employment and which are subject to Section 409A of the Code shall not be paid until the Executive has experienced a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding any other provision of this Agreement to the contrary, if at the time of Executive’s termination (i) are intended Executive is a “specified employee” within the meaning of Section 409A of the Code, and (ii) a payment or benefit provided for in this Agreement would be subject to additional tax under Section 409A of the Code if such payment or benefit is paid within six (6) months after the Executive’s “separation from service,” then CES will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the earlier of (A) the first regular payroll date of the seventh month following the Executive’s separation from service or (B) the 10th business day following Executive’s death, together with interest for the period of such delay, compounded annually at a rate equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments or benefits would otherwise have been provided. If any provision contained in the Letter Agreement conflicts with the requirements of Section 409A of the Code, the Letter Agreement shall be deemed to be reformed so as to comply with the requirements of Section 409A409A of the Code (or the applicable exemptions thereto). Notwithstanding anything to the contrary herein, and each payment or benefit provided pursuant to this Letter Agreement or the Existing Agreement shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined deemed to be a “key employee” (as defined and determined under separate payment for purposes of Section 409A) 409A of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.Code.

Section 409A Compliance. To the extent applicable, it It is intended that any benefits under this Agreement comply with satisfy, to the provisions greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This , provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement shall will be administered construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner consistent that complies with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with 409A. For purposes of Section 409A (which amendment may be retroactive to the extent permitted by including, without limitation, for purposes of Treasury Regulations Section 409A1.409A-2(b)(2)(iii). Unless otherwise expressly provided), any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which EmployeeExecutive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each receive any installment of any severance payments provided for under this Agreement (whether severance payments, if any, 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. Severance benefits shall not commence until the Executive has a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “separation from service”). Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of termination to be a “specified employee” for purposes of application Section 409A(a)(2)(B)(i), and if any of Section 409A. To the payments set forth herein are deemed to be “deferred compensation,” then to the extent that delayed commencement of any severance portion of such payments come within is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the definition of “short term deferrals” or “involuntary severance” related adverse taxation under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and payments shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid provided prior to the earliest of (i) the expiration of the six-month period measured from the date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to of termination, (ii) the timing date of payments except Executive’s death or (iii) such earlier date as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution without the imposition of a waiver and release which may be executed and/or revoked in a calendar year adverse taxation. Upon the first business day following the calendar year in which the payment event (expiration of such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary period, all payments deferred pursuant to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence this paragraph shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orsum, unless otherwise specified in writing, under and any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements remaining payments due shall be paid no later than as otherwise provided herein. No interest shall be due on any amounts so deferred. Finally, if the end period during which Executive may consider and sign a release in connection with the receipt of severance benefits spans two calendar years, the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 payment of said period, and (iii) the right to reimbursement or in-kind benefits shall severance will not be subject to liquidation made or exchange for another benefit. Notwithstanding anything herein to begin until the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.later calendar year.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company the Employer to Employeethe Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th fifteenth (15th) day of the third (3rd) month (i.e., 2½ months) after the later of the end of the calendar year or the CompanyEmployer’s fiscal year in which Employeethe Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any bonus or severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within amounts payable by the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject Employer to the following Section 409A compliance requirements. All payments of Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee the Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee the Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company Employer at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (ia) the first (1st) day of the seventh (7th) complete calendar month following such termination of employment, or (iib) Employeethe Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company Employer program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee Executive incurs such expenses, and the Employee Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company Employer 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 herein The Executive shall be responsible for the payment of all taxes applicable to payments or benefits received from the Employer. It is the intent of the Employer that the provisions of this Agreement and all other plans and programs sponsored by the Employer be interpreted to comply in all respects with Section 409A; however, the Employer shall have no liability to the contraryExecutive, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be in compliance with Section 409A.applicable to any payment or benefit received by the Executive or any successor or beneficiary thereof.

Section 409A Compliance. To The intent of the extent applicableparties is that payments and benefits under this Award Agreement be exempt from, it is intended that this Agreement or comply with the provisions of with, Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance promulgated rules and regulations issued thereunder (“Section 409A”). This , and accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted and administered to be in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive accordance therewith. Notwithstanding anything contained herein to the extent permitted by Section 409A). Unless otherwise expressly providedcontrary, any payment of compensation by you shall not be considered to have terminated employment with the Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for under this Award Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be which are subject to the following Section 409A compliance requirements. All payments of until you would be considered to have incurred a “nonqualified deferred compensationseparation from service” (from the Company within the meaning of Section 409A) are intended 409A. Each amount to comply with the requirements be paid or benefit to be provided under this Award Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in this Award Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be interpreted treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in accordance therewithorder to 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 Award Agreement during the six (6)-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six (6) months following your separation from service (or, if earlier, death). Neither party individually or in combination may accelerateTo the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, offset or assign any such deferred payment, except in compliance with Section 409A. No amount amounts reimbursable to you under this Award Agreement shall be paid prior to you on or before the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to last day of the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined expense was incurred and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or (and in-kind benefits provided provided) during any one calendar year may not affect effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the benefits provided during any other year; (ii) reimbursements payments described in this Award Agreement shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 exempt from or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. You shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

Section 409A Compliance. To the extent applicable, it This Agreement is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment of the Code or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be retroactive excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)possible. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes payment. Any payments to be made under this Agreement upon a termination of application of employment shall only be made upon a "separation from service" under Section 409A. To Notwithstanding the extent foregoing, the Company makes no representations that any severance the payments come within the definition of “short term deferrals” or “involuntary severance” and benefits provided under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance requirements. All payments with Section 409A. Notwithstanding any other provision of “this Agreement, if any payment or benefit provided to you in connection with your termination of employment is determined to constitute "nonqualified deferred compensation” (" within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which you are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key "specified employee” (" as defined and determined under in Section 409A) 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Company at a time when its stock is deemed to be publicly traded on an established securities market, date of termination (the "Specified Employee Payment Date"). The aggregate of any payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) that would otherwise have been paid before the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence Specified Employee Payment Date shall be paid out to you in a single lump sum at on the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orSpecified Employee Payment Date and thereafter, 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements remaining payments shall be paid no later than the end of the calendar year following the year without delay in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance accordance with Section 409A.their original schedule.

Section 409A Compliance. To It is the extent applicable, it is intended intention of both the Company and the Executive that the benefits and rights to which the Executive could be entitled pursuant to this Agreement comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”). This , to the extent that the requirements of Section 409A are applicable thereto, and the provisions of this Agreement shall be administered construed in a manner consistent with that intention. If the Executive or the Company believes, at any time, that any such benefit or right that is subject to Section 409A does not so comply, he, she or it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A (with the most limited possible economic effect on the Executive and on the Company). If and to the extent required to comply with Section 409A, no payment or benefit required to be paid under this intent, Agreement on account of termination of the Executive’s employment shall be made unless and any provision that would cause until the Executive incurs a “separation from service” within the meaning of Section 409A. Notwithstanding anything in this Agreement to fail the contrary, to satisfy Section 409A shall have no force and effect until amended by the parties extent necessary to comply with Section 409A of the Code, no transaction or series of transactions shall constitute a Change of Control unless such transaction or series of transactions is a permissible payment event for purposes of Treasury Regulation Section 1.409A-3(a)(5) of the Code. If the Executive is a “specified employee” (which amendment may be retroactive to as reasonably determined by the extent permitted by Company in accordance with Section 409A). Unless otherwise expressly provided, any then no payment or benefit that is payable on account of compensation by Company to Employeethe Executive’s “separation from service”, whether pursuant to this Agreement or otherwiseas that term is defined for purposes of Section 409A, shall be made no later than before the 15th day date that is six months after the Executive’s “separation from service” (or, if earlier, the date of the third month (i.e., 2½ monthsExecutive’s death) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right if and to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” such payment or “involuntary severance” under Section 409A, such amounts shall benefit constitutes deferred compensation (or may be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of ) under Section 409A) are intended 409A and such deferral is required to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to For purposes of applying the provisions of Section 409A provided to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject treated as a separate payment. In addition, to the following rules: (i) the amount extent permissible under Section 409A, any series of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements installment payments under this Agreement shall be paid treated as a right to a series of separate payments. Any reimbursements by the Company to the Executive of any eligible expenses under this Agreement that are not excludable from the Executive’s income for Federal income tax purposes (the “Taxable Reimbursements”) shall be made by no later than the end last day of the calendar taxable year of the Executive following the year in which the Employee incurs such expensesexpense was incurred. The amount of any Taxable Reimbursements, and the Employee shall take all actions necessary value of any in-kind benefits to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior be provided to the end Executive, during any taxable year of said periodthe Executive shall not affect the expenses eligible for reimbursement, and (iii) the right to reimbursement or in-kind benefits to be provided, in any other taxable year of the Executive. The right to Taxable Reimbursement, or in-kind benefits, shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made the Company does not make any representation to the Executive that the payments or benefits provided under this Agreement if it would cause are exempt from, or satisfy, the requirements of Section 409A, and neither the Company nor any Related Entity shall have any liability or other obligation to indemnify or hold harmless the Executive or any beneficiary of the Executive for any tax, additional tax, interest or penalties that the Executive or any beneficiary of the Executive may incur in the event that any provision of this Agreement or any payment hereunder not other action taken with respect thereto is deemed to be in compliance with violate any of the requirements of Section 409A.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code imposes an additional 20% tax, plus interest, on payments from “non-qualified deferred compensation plans.” Certain payments under this Grant Agreement could be considered to be payments under a “non-qualified deferred compensation plan.” The additional 20% tax and interest do not apply if the guidance promulgated thereunder payment qualifies for an exception to the requirements of Section 409A or complies with the requirements of Section 409A. The Company believes, but does not and cannot warrant or guaranty, that the payments due pursuant to this Grant Agreement comply with, or are exempt from, the requirements of Section 409A. Notwithstanding anything to the contrary in this Grant Agreement, if the Company determines that no exception to Section 409A applies to the payments due pursuant to this Grant Agreement, to the extent any payments are due on the Grantee’s termination of employment, the term “termination of employment” shall mean “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) and, to the extent any payments are due on a Change in Control, the term Change in Control shall mean a “change in control event” as defined in Section 409A of the Code. In addition, if the Grantee is a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) and any payments due pursuant to this Grant Agreement are payable on the Grantee’s “Section 409A”). separation from service,” then such payments shall be paid on the first business day following the expiration of the six month period following the Grantee’s “separation from service.” This Grant Agreement shall be administered operated in a manner consistent compliance with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A or an exception thereto and each provision of this Grant Agreement shall have no force and effect until amended by be interpreted, to the parties extent possible, to comply with Section 409A (which amendment may be retroactive or to qualify for an applicable exception. The Grantee remains solely responsible for any adverse tax consequences imposed upon the extent permitted Grantee by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply shall be interpreted in accordance with the provisions of Section 409A of the Internal internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof (“409A Guidance”). Notwithstanding any provision that would cause of the Agreement to fail the contrary, (i) if, at the time of the Executive’s termination of employment with the Company, the Executive is a “specified employee” as defined in 409A Guidance and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to satisfy Section prevent any accelerated or additional tax under 409A shall have no force and effect until amended by Guidance, then the parties to comply with Section 409A Company will defer the commencement of the payment of any such payments or benefits hereunder (which amendment may be retroactive without any reduction in such payments or benefits ultimately paid or provided to the extent Executive) until the date that is six months following the Executive’s termination of employment with the Company (or the earliest date as is permitted by under Section 409A). Unless otherwise expressly provided, (ii) if any payment other payments of compensation by Company money or other benefits due to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of Executive hereunder could cause the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” an accelerated or “involuntary severance” additional tax under Section 409A, the Company may (a) adopt such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject amendments to the following Section 409A compliance requirements. All payments Agreement, including amendments with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of “nonqualified deferred compensation” the benefits provided by the Agreement and/or (within b) take such other actions as the meaning of Section 409A) are intended Company determines necessary or appropriate to comply with the requirements of 409A Guidance; provided, however, that the Company shall consult with the Executive in good faith regarding the implementation of this Section 409A9, and in no event shall the benefits to which Executive is entitled be interpreted in accordance therewith. Neither party individually or in combination may acceleratereduced and the period of deferment shall not exceed 6 months, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior and (iii) to the earliest date on which it is permitted to be paid extent that the payment of any amount under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be 5.1.1 constitutes “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) for purposes of Section 409A, any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day of the seventh (7th) complete calendar month following such termination and shall include the payment of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall any amount that was otherwise scheduled to be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.thereto.

Section 409A Compliance. To The intent of the extent applicable, it parties is intended that payments and benefits under this Agreement be exempt from or comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This , to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in a manner consistent accordance with such intention. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this intent, and any provision that would cause the Agreement which are subject to fail to satisfy Section 409A until Executive would be considered to have 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 have no force be construed as a separate identified payment for purposes of Section 409A. Without limiting the foregoing and effect until amended by notwithstanding anything contained herein to the parties to comply with Section 409A (which amendment may be retroactive contrary, to the extent permitted by required in order to avoid accelerated taxation and/or tax penalties under Section 409A). Unless , amounts that would otherwise expressly provided, any payment of compensation by Company to Employee, whether be payable and benefits that would otherwise be provided pursuant to this Agreement or otherwise, any other arrangement between the Executive and the Company during the six-month period immediately following the Executive’s separation from service shall instead be made no later than paid on the 15th first business day of the third month (i.e., 2½ months) after the later date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409Adeath). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” required to avoid an accelerated or “involuntary severance” additional tax under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject reimbursable to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within Executive under this Agreement or any other arrangement between the meaning of Section 409A) are intended to comply with Executive and the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount Company shall be paid prior to the earliest date Executive on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to or before the timing last day of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar the year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined expense was incurred and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-(and in kind benefits provided to the Executive) during one calendar year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the benefits provided during any other year; (ii) reimbursements payments described in this Agreement shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 exempt from or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. The Executive shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

Section 409A Compliance. To the extent applicable, it (a) It is intended that any benefits under this Agreement comply with satisfy, to the provisions greatest extent possible, any exemptions from the application of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This , including those provided under Treasury Regulations Sections 1.409A 1(b)(4) and 1.409A 1(b)(9), and this Agreement shall will be administered construed to the greatest extent possible as consistent therewith, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner consistent that complies with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with 409A. For purposes of Section 409A (which amendment may be retroactive to the extent permitted by including, without limitation, for purposes of Treasury Regulations Section 409A1.409A-2(b)(2)(iii). Unless otherwise expressly provided), any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which EmployeeExecutive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each receive any installment of any severance payments provided for under this Agreement (whether severance payments, if any, 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. A termination of employment shall not be deemed to have occurred for purposes of application any provision of this 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. To 409A 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. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of a separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any payments or benefits that the Executive becomes entitled to under this Agreement on account of such separation from service are deemed to be “deferred compensation,” then to the extent that delayed commencement of any severance portion of such payments come within or benefits is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the definition of “short term deferrals” or “involuntary severance” related adverse taxation under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and payments shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid provided prior to the earliest of (i) the expiration of the six-month period measured from the date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to of separation from service, (ii) the timing date of payments except Executive’s death or (iii) such earlier date as permitted under Section 409A. Any 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such period, all payments deferred pursuant to which Section 409A applies which this paragraph shall be paid in a lump sum, and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. To the extent any payments are subject to execution of a waiver release and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined spans two calendar years, amounts will be paid (or will commence to be a “key employee” (as defined and determined paid) in the second of the two years to the extent required to avoid adverse taxation under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To the extent applicable, it It is intended that the Agreement and this Agreement Amendment will comply with the provisions of Section 409A of the Internal Revenue Code (and any regulations and guidelines issued thereunder) to the extent the Agreement is subject thereto, and the guidance promulgated thereunder (“Section 409A”). This Agreement shall will be administered in interpreted on a manner basis consistent with this such intent, and . If any provision that would cause additional amendments to the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by are necessary for the parties Agreement to comply with Section 409A (which amendment may be retroactive 409A, the parties will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent permitted by Section 409A)reasonably possible. Unless otherwise expressly providedNo action or failure to act, any payment of compensation by Company to Employee, whether pursuant to this Agreement Section 5, will subject the Company to any claim, liability, or otherwiseexpense, shall be made no later than and the 15th day Company will not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Section 409A of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)Code. For all purposes of under this Agreement, reference to the Employee’s “Termination of Employment” (and corollary terms) with the Company will be construed to refer to a “Separation from Service” shall have (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409ACompany) are intended to comply with the requirements Company. With regard to any provision herein that provides for reimbursement of Section 409A, costs and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement expenses or in-kind benefits subject to benefits, except as permitted by Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to of the following rulesCode: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 will not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein ; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause; (ii) will not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the contrary, no amendment may period the arrangement is in effect; and (iii) such payments will be made to this Agreement if it would cause on or before the Agreement or any payment hereunder not to be last day of the Employee’s taxable year following the taxable year in compliance with Section 409A.which the expense was incurred.

Section 409A Compliance. To the extent applicable, it is intended that All payments under this Agreement are intended to comply with or be exempt from the provisions requirements of Section 409A of the Internal Revenue Code and the guidance regulations promulgated thereunder (“Section 409A”). This Agreement shall be administered As used in a manner consistent with this intentAgreement, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by “Code” means the parties to comply with Section 409A (which amendment may be retroactive to Internal Revenue Code of 1986, as amended. To the extent permitted by under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A). Unless otherwise expressly provided, any payment of compensation by the Company reserves the right to Employee, whether pursuant to modify this Agreement to conform with any or otherwise, all relevant provisions regarding compensation and/or benefits so that such compensation and benefits are exempt from the provisions of 409A and/or otherwise comply with such provisions so as to avoid the tax consequences set forth in Section 409A and to assure that no payment or benefit shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a an “substantial risk of forfeitureadditional tax” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within provision in this Agreement is ambiguous as to its compliance with Section 409A, or to the definition of “short term deferrals” or “involuntary severance” under extent any provision in this Agreement must be modified to comply with Section 409A, such amounts provision shall be excluded from “deferred compensation” as allowed under Section 409A, and read in such a manner so that no payment due to the Executive shall not be subject to the following Section 409A compliance requirements. All payments of an “nonqualified deferred compensationadditional tax” (within the meaning of Section 409A409A(a)(1)(B) are intended of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of the Executive’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the date of termination of employment and the first such payment shall include the cumulative amount of any payments (without interest) that would have been paid prior to such date if not for such restriction. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerateincluding, offset or assign any such deferred paymentwhere applicable, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event requirement that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) any reimbursement is for expenses incurred during the first day Executive’s lifetime (or during a shorter period of the seventh (7th) complete calendar month following such termination of employmenttime specified in this Agreement), or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one a calendar year may not affect the benefits provided during expenses eligible for reimbursement in any other calendar year; , (iiiii) reimbursements shall the reimbursement of an eligible expense will be paid no later than made on or before the end last day of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 periodexpense is incurred, and (iiiiv) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of Sections 8.1 and 11.2 unless the Executive would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). In no amendment event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be made imposed on the Executive by Section 409A or damages for failing to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance comply with Section 409A.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company the Employer to Employeethe Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th fifteenth (15th) day of the third (3rd) month (i.e., 2½ 22 months) after the later of the end of the calendar year or the CompanyEmployer’s fiscal year in which Employeethe Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any bonus or severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within amounts payable by the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject Employer to the following Section 409A compliance requirements. All payments of Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee the Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee the Executive is determined to be a “key employee” (as defined and determined under Section 409A) of the Company Employer at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (ia) the first (1st) day of the seventh (7th) complete calendar month following such termination of employment, or (iib) Employeethe Executive’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company Employer program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee Executive incurs such expenses, and the Employee Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company Employer 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 herein The Executive shall be responsible for the payment of all taxes applicable to payments or benefits received from the Employer. It is the intent of the Employer that the provisions of this Agreement and all other plans and programs sponsored by the Employer be interpreted to comply in all respects with Section 409A; however, the Employer shall have no liability to the contraryExecutive, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not successor or beneficiary thereof, in the event taxes, penalties or excise taxes may ultimately be determined to be in compliance with Section 409A.applicable to any payment or benefit received by the Executive or any successor or beneficiary thereof.

Section 409A Compliance. To Notwithstanding anything herein to the extent applicable, it is intended that this Agreement comply with contrary: (i) no termination or other similar payments and benefits hereunder shall be payable unless the provisions Executive’s termination of employment constitutes a “separation from service” within the meaning of Section 409A 1.409A-1(h) of the Internal Revenue Code and Department of Treasury Regulations; (ii) if the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause Executive is deemed at the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day time of the third month (i.e., 2½ months) after the later of the end of the calendar year or the CompanyExecutive’s fiscal year in which Employee’s right separation from service to such payment vests (i.e., is not subject to be a “substantial risk of forfeiturespecified employee” for purposes of Code Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of any termination or other similar payments and benefits to which the Executive may be entitled hereunder (after taking into account all exclusions applicable to such payments or benefits under Section 409A). For purposes ) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of this Agreementthe Code, such portion of such payments and benefits shall not be provided to the Executive prior to the earlier of (x) the expiration of the six (6)-month period measured from the date of the Executive’s “Separation separation from Serviceservice” shall have with the meaning given to Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A. Each payment 409A) or (y) the date of the Executive’s death; provided that upon the earlier of such dates, all payments and each installment of any severance payments provided for under benefits deferred pursuant to this Agreement Section 9(b)(ii) shall be treated paid in a lump sum to the Executive, and any remaining payments and benefits due hereunder shall be provided as otherwise specified herein; (iii) the determination of whether the Executive is a separate payment “specified employee” for purposes of application Section 409A(a)(2)(B)(i) of the Code as of the time of the Executive’s separation from service shall be made by the Company in accordance with the terms of Section 409A. To 409A (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); (iv) to the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” Installment Payments under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject this Agreement are deemed to the following Section 409A compliance requirements. All payments of constitute “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements , for purposes of Section 409A409A (including, and shall be interpreted in accordance therewith. Neither party individually or in combination may acceleratewithout limitation, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing for purposes of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.Section

Section 409A Compliance. To the extent applicable, it This Agreement is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be retroactive excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)possible. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes payment. Any payments to be made under this Agreement upon a termination of application employment shall only be made upon a “separation from service” under Section 409A to the extent required to avoid a violation of Section 409A. To Notwithstanding the extent foregoing, neither the Employer nor any Affiliate makes any representation that any severance the payments come within the definition of “short term deferrals” or “involuntary severance” and benefits provided under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under this Agreement comply with Section 409A, and in no event shall not the Employer or any Affiliate be subject liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the following Section 409A compliance requirements. All payments Executive in connection with Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination or if sooner the date of Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive (or Executive’s beneficiary) in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. Any payment under Section 4 of this Agreement that is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and that is subject to the Release becoming effective, and that would otherwise be paid in the first 30 days after Executive’s termination date shall be interpreted paid, if at all, on such 30th day and any remaining payments shall be made in accordance therewithwith their original schedule. Neither party individually Payments with respect to reimbursements of expenses or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount in-kind benefits shall be paid prior to or provided in accordance with the earliest date on which it is permitted to Employer’s applicable policy or benefit plan, but in all events reimbursements shall be paid under Section 409A and Employee shall have no discretion with respect to later than the timing last day of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a the calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee relevant expense is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment scheduleincurred. 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 The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during provision in any other calendar year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A..

Section 409A Compliance. To the extent applicable, it This Agreement is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment of the Code or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be retroactive excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)possible. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments payment provided for under this Agreement shall be treated as a separate payment for purposes payment. Any payments to be made under this Agreement upon a termination of application of employment shall only be made upon a "separation from service" under Section 409A. To Notwithstanding the extent foregoing, the Company makes no representations that any severance the payments come within the definition of “short term deferrals” or “involuntary severance” and benefits provided under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance requirements. All payments with Section 409A. Notwithstanding any other provision of “this Agreement, if any payment or benefit provided to you in connection with your termination of employment is determined to constitute "nonqualified deferred compensation” (" within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which you are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key "specified employee” (" as defined and determined under in Section 409A) 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Company at a time when its stock is deemed to be publicly traded on an established securities market, date of termination (the "Specified Employee Payment Date"). The aggregate of any payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) that would otherwise have been paid before the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence Specified Employee Payment Date shall be paid out to you in a single lump sum at on the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orSpecified Employee Payment Date and thereafter, 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements remaining payments shall be paid no later than without delay in accordance with their original schedule. (Signatures appear on the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.page)

Section 409A Compliance. To the extent applicable, it is intended that the Plan and this Agreement comply with the provisions requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Code and the guidance promulgated thereunder Service (“Section 409A”). This Any provision of the Plan or this Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement this Award to fail to satisfy Section 409A shall have no force and or effect until amended by the parties to comply with Section 409A (409A, which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, 409A. Notwithstanding any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day provision of the third month (i.e.Plan to the contrary, 2½ months) after if the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., Grantee is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key specified employee” (as defined and determined under in Section 409A1.409A-1(i) of the Company Treasury Department Regulations) at the time of the Grantee’s “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Department Regulations and including a time when its stock is deemed termination of employment or service on account of Disability that does not satisfy the definition of “disability” under Section 409A-3(i)(4) of the Treasury Department Regulations), and payments to be publicly traded on an established securities marketthe Grantee hereunder are not exempt from Section 409A as a short-term deferral or otherwise, payments determined these payments, to be “nonqualified deferred compensation” the extent otherwise payable upon within six (6) months after the Grantee’s separation from service shall be made no delayed until the earlier than of the date which is six (i6) months after the date of the Grantee’s separation from service or the date of death of the Grantee. Any payments that were scheduled to be paid during the six (6) month period following the Grantee’s separation from service, but which were delayed pursuant to this Section 13(h), shall be paid without interest on, or as soon as administratively practicable after, the first day following the six (6) month anniversary of the seventh Grantee’s separation from service (7th) complete calendar month following such termination or, if earlier, the date of employment, or (ii) Employeethe Grantee’s death, consistent with the provisions of Section 409A. ). Any payment delayed by reason of the prior sentence shall payments that were originally scheduled to be paid out in a single lump sum at following the end of such required delay period in order six (6) months after the Grantee’s separation from service shall continue to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance accordance with Section 409A.their predetermined schedule.

Section 409A Compliance. Executive is solely responsible and liable for the satisfaction of any federal, state, province or local taxes that may arise with respect to this Agreement (including any taxes arising under Section 409A of the Code, except to the extent otherwise specifically provided in a written agreement with the Company). Neither the Company nor any of its employees, officers, directors, or service providers shall have any obligation whatsoever to pay such taxes, to prevent Executive from incurring them, or to mitigate or protect Executive from any such tax liabilities. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”)Code. This Agreement shall will be administered and interpreted in a manner consistent with this intent, and any provision that would cause the this Agreement to fail to satisfy Section 409A shall of the Code will have no force and effect until amended by the parties to comply with Section 409A therewith (which amendment may be retroactive to the extent permitted by Section 409A409A of the Code). Unless otherwise expressly providedNotwithstanding anything contained herein to the contrary, to the extent Executive is entitled to any payments under this Agreement that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code on account of Executive’s termination of employment, such amounts shall not be paid until Executive has incurred a “separation from service” from Employer within the meaning of Section 409A of the Code. If, at the time of Executive’s termination of employment under this Agreement, Executive is a “specified employee” within the meaning of Section 409A of the Code, any payment payments that constitute “nonqualified deferred compensation” within the meaning of compensation by Company to Employee, whether Section 409A of the Code on account of Executive’s “separation from service” within the meaning of Section 409A of the Code (including any amounts payable pursuant to this Agreement or otherwise, shall the preceding sentence) will not be made no later than the 15th day of the third month (i.e., 2½ months) paid until after the later of the end of the sixth calendar year or month beginning after Executive’s “separation from service” within the Company’s fiscal year in which Employee’s right to such payment vests meaning of Section 409A of the Code (i.e., is not subject to a the “substantial risk of forfeiture” for purposes of Code Section 409A409A Suspension Period”). For Within 14 calendar days after the end of the 409A Suspension Period, Executive shall be paid a lump sum payment in cash equal to any payments delayed because of the preceding sentence, together with interest on them for the period of delay at a rate not less than the average prime interest rate published in the Wall Street Journal on any day chosen by the Company during that period. Thereafter, Executive shall receive any remaining benefits as if there had not been an earlier delay. In addition, for purposes of this Agreement, “Separation from Service” shall have the meaning given each amount to such term under Section 409A. Each payment and each installment of any severance payments be paid or benefit to be provided for under to Executive pursuant to this Agreement shall be treated construed as a separate identified payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment scheduleCode. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.[Signature page follows]

Section 409A Compliance. To the extent applicable, it is intended that the Plan and this Agreement comply with the provisions requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the any related regulations or other guidance promulgated thereunder with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Section 409A”). This Any provision of the Plan or this Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement this Award to fail to satisfy Section 409A shall have no force and or effect until amended by the parties to comply with Section 409A (409A, which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, 409A. Notwithstanding any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day provision of the third month (i.e.Plan to the contrary, 2½ months) after if the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., Grantee is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key specified employee” (as defined and determined under in Section 409A1.409A-1(i) of the Company Treasury Department Regulations) at the time of the Grantee’s “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Department Regulations and including a time when its stock is deemed termination of employment or service on account of Disability that does not satisfy the definition of “disability” under Section 409A-3(i)(4) of the Treasury Department Regulations), and payments to be publicly traded on an established securities marketthe Grantee hereunder are not exempt from Section 409A as a short-term deferral or otherwise, payments determined these payments, to be “nonqualified deferred compensation” the extent otherwise payable upon within six (6) months after the Grantee’s separation from service shall be made no delayed until the earlier than of the date which is six (i6) months after the date of the Grantee’s separation from service or the date of death of the Grantee. Any payments that were scheduled to be paid during the six (6) month period following the Grantee’s separation from service, but which were delayed pursuant to this Section 13(h), shall be paid without interest on, or as soon as administratively practicable after, the first day following the six (6) month anniversary of the seventh Grantee’s separation from service (7th) complete calendar month following such termination or, if earlier, the date of employment, or (ii) Employeethe Grantee’s death, consistent with the provisions of Section 409A. ). Any payment delayed by reason of the prior sentence shall payments that were originally scheduled to be paid out in a single lump sum at following the end of such required delay period in order six (6) months after the Grantee’s separation from service shall continue to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance accordance with Section 409A.their predetermined schedule.

Section 409A Compliance. To This Agreement and any payments or benefits provided hereunder shall be interpreted, operated and administered in a manner intended to avoid the extent applicable, it is intended that this Agreement comply with the provisions imposition of additional taxes under Section 409A of the Internal Revenue Code and of 1986, as amended (the guidance promulgated thereunder (“Section 409ACode”). This Agreement shall Further, the Company and Executive hereto acknowledge and agree that the form and timing of the payments and benefits to be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether provided pursuant to this Agreement are intended to be exempt from, or otherwiseto comply with, shall be made no later than one or more exceptions to the 15th day requirements of Section 409A of the third month (i.e.Code. Notwithstanding anything contained herein to the contrary, 2½ months) after to the later extent required to avoid accelerated taxation or tax penalties under Section 409A of the end of the calendar year or the Company’s fiscal year in which Employee’s right Code, Executive shall not be considered to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” have terminated employment for purposes of Code this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A)409A of the Code. For In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. If the Executive is deemed on the date of termination to be a “Separation from Servicespecified employee” shall have within the meaning given to such of that term under Section 409A. Each 409A(a)(2)(B), then with regard to any payment and each installment or the provision of any severance benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments provided for and benefits delayed pursuant to this Section 6 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” paid or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply provided in accordance with the requirements of Section 409A, and shall be interpreted in accordance therewithnormal payment dates specified for them herein. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with With respect to expenses eligible for reimbursement under the timing terms of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 rulesAgreement: (i) the amount of such expenses eligible for reimbursement or in-kind benefits provided during one calendar in any taxable year may shall not affect the benefits provided during any other expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be paid made no later than the end of the calendar year following the calendar year in which the Employee incurs such expensesrelated expenses were incurred, and the Employee 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 except, in each case, to the end of said period, and (iii) extent that the right to reimbursement or in-kind benefits shall does not be subject to liquidation or exchange provide for another benefit. Notwithstanding anything herein to a “deferral of compensation” within the contrary, no amendment may be made to this Agreement if it would cause meaning of Section 409A of the Agreement or any payment hereunder not to be in compliance with Section 409A.Code.

Section 409A Compliance. To the extent applicable, it (a) It is intended that any benefits under this Agreement comply with satisfy, to the provisions greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This , provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement shall will be administered construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner consistent that complies with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with 409A. For purposes of Section 409A (which amendment may be retroactive to including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which EmployeeExecutive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each receive any installment of any severance payments provided for under this Agreement (whether severance payments, if any, 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. A termination of employment shall not be deemed to have occurred for purposes of application any provision of this 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. To 409A 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. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of a separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any payments or benefits that the Executive becomes entitled to under this Agreement on account of such separation from service are deemed to be “deferred compensation,” then to the extent that delayed commencement of any severance portion of such payments come within or benefits is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the definition of “short term deferrals” or “involuntary severance” related adverse taxation under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and payments shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid provided prior to the earliest of (i) the expiration of the six-month period measured from the date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to of separation from service, (ii) the timing date of payments except Executive’s death or (iii) such earlier date as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution without the imposition of a waiver and release which may be executed and/or revoked in a calendar year adverse taxation. Upon the first business day following the calendar year in which the payment event (expiration of such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary period, all payments deferred pursuant to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence this paragraph shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orsum, unless otherwise specified in writing, under and any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements remaining payments due shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee as otherwise provided herein. No interest shall take all actions necessary to claim all such reimbursements be due 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.amounts so deferred.

Section 409A Compliance. To the extent applicable, it is intended that the Plan and this Agreement comply with the provisions requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the any related regulations or other guidance promulgated thereunder with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Section 409A”). This Any provision of the Plan or this Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement this Award to fail to satisfy Section 409A shall have no force and or effect until amended by the parties to comply with Section 409A (409A, which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, 409A. Notwithstanding any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day provision of the third month (i.e.Plan to the contrary, 2½ months) after if the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., Grantee is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key specified employee” (as defined and determined under in Section 409A1.409A-1(i) of the Company Treasury Department Regulations) at the time of the Grantee’s “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Department Regulations and including a time when its stock is deemed termination of employment or service on account of Disability that does not satisfy the definition of “disability” under Section 409A-3(i)(4) of the Treasury Department Regulations), and payments to be publicly traded on an established securities marketthe Grantee hereunder are not exempt from Section 409A as a short-term deferral or otherwise, payments determined these payments, to be “nonqualified deferred compensation” the extent otherwise payable upon within six (6) months after the Grantee’s separation from service shall be made no delayed until the earlier than of the date which is six (i6) months after the date of the Grantee’s separation from service or the date of death of the Grantee. Any payments that were scheduled to be paid during the six (6) month period following the Grantee’s separation from service, but which were delayed pursuant to this Section 12(h), shall be paid without interest on, or as soon as administratively practicable after, the first day following the six (6) month anniversary of the seventh Grantee’s separation from service (7th) complete calendar month following such termination or, if earlier, the date of employment, or (ii) Employeethe Grantee’s death, consistent with the provisions of Section 409A. ). Any payment delayed by reason of the prior sentence shall payments that were originally scheduled to be paid out in a single lump sum at following the end of such required delay period in order six (6) months after the Grantee’s separation from service shall continue to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance accordance with Section 409A.their predetermined schedule.

Section 409A Compliance. To the extent applicable, it This Agreement is intended that this Agreement to comply with the provisions of with, or otherwise be exempt from, Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, The Company and the Employee agree that they will execute any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant all amendments to this Agreement or otherwiseas they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A. The preceding provisions, however, shall not be made no later than construed as a guarantee by the 15th day Company of any particular tax effect to the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A)Employee under this Agreement. For purposes of this AgreementSection 409A, “Separation from Service” shall have the meaning given right to such term under Section 409A. Each payment and each a series of installment of any severance payments provided for under this Agreement shall be treated as a right to a series of separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirementspayments. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with With respect to the timing any reimbursement of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employmentexpenses of, or (ii) Employee’s death, consistent with the provisions any provision of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided to, the Employee, as specified under this Agreement orAgreement, unless otherwise specified in writing, under any Company program such reimbursement of expenses or policy, provision of in-kind benefits shall be subject to the following rulesconditions: (i1) the amount of expenses eligible for reimbursement or the amount of in-kind benefits provided during in one calendar taxable year may shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided during in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; (ii2) reimbursements the reimbursement of an eligible expense shall be paid made no later than the end of the calendar year following after the year in which the Employee incurs such expenses, and the Employee 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, expense was incurred; and (iii3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made No amount payable pursuant to this Agreement which constitutes a “deferral of compensation” subject to Section 409A shall be paid unless and until the Employee first incurs a “separation from service” for purposes of Section 409A. Further, to the extent that the Employee is a “specified employee” (as defined in Section 409A) as of the date of Employee’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Employee’s separation from service shall paid to Employee before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Employee’s separation from service or, if it would cause earlier, the Agreement or any payment hereunder not date of Employee’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be in compliance with Section 409A.accumulated and paid on the Delayed Payment Date.

Section 409A Compliance. To the extent applicable, it is intended The Parties intend that all provisions of this Agreement and the payments made pursuant thereto will comply with with, or be exempt from, the provisions application of Section 409A of the Internal Revenue Code of 1986 as amended and the regulations and other guidance promulgated thereunder and any state law of similar effect (collectively “Section 409A”). This , and all provisions of this Agreement shall will be administered construed, to the maximum extent possible, in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement requirements for avoiding taxes or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term penalties under Section 409A. Each payment Notwithstanding anything to the contrary set forth herein, any payments and each installment of any severance payments benefits provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent 4 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from constitute “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended 409A will not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)), unless the Company reasonably determines that such amounts may be provided to comply with Executive without causing Executive to incur the requirements additional 20% tax pursuant to Section 409A. The parties intend that each installment of any series of payments 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, the parties intend that payments of the Separation Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A, 409A provided under Treasury Regulation Sections 1.409A-1(b)(4) and shall be interpreted in accordance therewith1.409A-1(b)(9). Neither party individually or in combination may accelerate, offset or assign any such If the Company determines that the Separation Benefits constitute “deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid compensation” under Section 409A and Employee shall have no discretion with respect Executive is, on the termination of service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Separation Benefits payments except as permitted under Section 409A. Any payments will be delayed until the earlier to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than occur of: (i) the first date that is six months and one day of the seventh (7th) complete calendar month following such termination of employmentafter Executive’s separation from service, or (ii) Employeethe date of Executive’s deathdeath (such applicable date, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the “Specified Employee incurs such expensesInitial Payment Date”), and the Employee shall take all actions necessary Company (or the successor entity thereto, as applicable) will (A) pay to claim all such reimbursements on Executive a timely basis to permit the Company to make all such reimbursement payments prior lump sum amount equal to the end sum of said period, the Separation Benefits payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Separation Benefits had not been so delayed pursuant to this Section and (iiiB) commence paying the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to balance of the contrary, no amendment may be made to Separation Benefits in accordance with the applicable payment schedules set forth in this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.Agreement.

Section 409A Compliance. To the extent applicable, it (a) It is intended that any benefits under this Agreement comply with satisfy, to the provisions greatest extent possible, the exemptions from the application of Section 409A of provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed to the Internal Revenue Code greatest extent possible as consistent with those provisions, and to the guidance promulgated thereunder extent not so exempt, this Agreement (“Section 409A”). This Agreement shall and any definitions hereunder) will be administered construed in a manner consistent that complies with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with 409A. For purposes of Section 409A (which amendment may be retroactive to including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which EmployeeExecutive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each receive any installment of any severance payments provided for under this Agreement (whether severance payments, if any, 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. A termination of employment shall not be deemed to have occurred for purposes of application any provision of this 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. To 409A 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. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed by the Company at the time of a separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any payments or benefits that the Executive becomes entitled to under this Agreement on account of such separation from service are deemed to be “deferred compensation,” then to the extent that delayed commencement of any severance portion of such payments come within or benefits is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the definition of “short term deferrals” or “involuntary severance” related adverse taxation under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and payments shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid provided prior to the earliest of (i) the expiration of the six-month period measured from the date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to of separation from service, (ii) the timing date of payments except the Executive’s death or (iii) such earlier date as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution without the imposition of a waiver and release which may be executed and/or revoked in a calendar year adverse taxation. Upon the first business day following the calendar year in which the payment event (expiration of such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary period, all payments deferred pursuant to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence this paragraph shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orsum, unless otherwise specified in writing, under and any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements remaining payments due shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee as otherwise provided herein. No interest shall take all actions necessary to claim all such reimbursements be due 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.amounts so deferred.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply shall be-interpreted in accordance with the provisions of Section 409A of the Internal internal Revenue Code and of 1986, as amended (the guidance promulgated thereunder (“Section 409ACode”). This Agreement shall be administered in a manner consistent with this intent, and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any provision such regulations or other guidance that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) issued after the later Execution Date. A termination of the end of the calendar year or the Company’s fiscal year in which Employee’s right employment shall not be deemed to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” have occurred for purposes of Code Section 409A). For purposes this Agreement providing for the payment of this Agreement, “Separation from Service” shall have the meaning given to such term any amounts or benefits that are considered nonqualified deferred compensation under Section 409A. Each payment and each installment 409A upon or following a termination of any severance payments provided for under this Agreement shall be treated as employment, unless such termination is also a separate payment for purposes of application of Section 409A. To the extent that any severance payments come within the definition of “short term deferralsseparation from service” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding any provision of the Agreement to the contrary, (i) are if at the time of the Executive’s termination of employment with the Company the Executive is a “specified employee” as defined in Section 409A Code and related Department of Treasury guidance and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company shall defer the commencement of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the date that is six months and one day following the Executive’s termination of employment with the Company (or 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 the Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, the Company may (a) adopt such amendments to the Agreement, including amendments with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Agreement and/or (b) take such other actions as the Company determines necessary or appropriate to comply with the requirements of Section 409A, 409A of the Code and related Department of Treasury guidance. The Company shall be interpreted consult with the Executive in accordance therewith. Neither party individually good faith regarding the implementation of this Section 18; provided that neither the Company nor any of its employees or in combination may accelerate, offset or assign representatives shall have any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior liability to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion Executive with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.thereto.

Section 409A Compliance. To the extent applicable, it is intended The parties intend that all provisions of this Agreement shall either be exempt from or comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes requirements of Code Section 409A). 409A. For purposes of this Agreement, “Separation termination,” “termination date” and “terminate” when used in the context of termination of employment shall mean a “separation from Serviceservice” shall have with the meaning given to Company and its affiliates (i.e., generally an entity 50% or more of which is owned or controlled by the Company), as such term under is defined in Treasury Regulation Section 409A. Each payment and each installment 1.409A-1(h) (provided, that the reasonably anticipated reduced level 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409Abona fide services, such amounts shall be excluded from “deferred compensation” as allowed under Section 409Aif any, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (performed by Executive after such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier less than (i) the first day 50 percent of the seventh (7th) complete calendar average level of bona fide services provided to the Company and its affiliates by Executive in the immediately preceding 36 month following such termination period). Nothing in this Agreement shall be interpreted to permit accelerated payment or further deferral of employmentnonqualified deferred compensation, as defined in Code Section 409A, or (ii) Employee’s death, any other payment or further deferral in violation of the requirements of Code Section 409A. Executive does not have any right to make any election regarding the time or form of payment due under this Agreement. Expenses and reimbursement of expenses will be paid by the Company and/or the Bank consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out their generally applicable policies, and in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid event no later than the end of the calendar year following the calendar year in which the Employee incurs such expensesexpenses are incurred. With respect to reimbursements that constitute taxable income to Executive, and the Employee shall take all actions necessary to claim all no such reimbursements on a timely basis to permit or expenses eligible for reimbursement in any calendar year shall in any way affect the Company to make all such expenses eligible for reimbursement payments prior to the end of said period, in any other calendar year and (iii) the Executive’s right to reimbursement or in-kind benefits shall not be subject to liquidation or in exchange for another any other benefit. Notwithstanding anything herein No provision of this Agreement shall be operative to the contraryextent that it will result in the imposition of the additional tax described in Code Section 409A(a)(1)(B)(i)(II) and the parties agree to revise the Agreement as necessary to comply with Code Section 409A or an exemption therefrom and fulfill the purpose of the voided provision, no amendment may or to comply with any available correction program that would eliminate or mitigate potential sanctions under Code Section 409A. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Code Section 409A from Executive or any other individual to the Company or any of its respective affiliates, employees or agents. All taxes associated with payments made to Executive pursuant to this Agreement if it would cause the Agreement or Agreement, including any payment hereunder not to liability imposed under Code Section 409A, shall be in compliance with Section 409A.borne by Executive.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code All in-kind benefits provided and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” expenses eligible for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for reimbursement under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To provided by the extent that any severance payments come within Company or incurred by the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to Executive during the following Section 409A compliance requirementstime periods set forth in this Agreement. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount reimbursements shall be paid prior to the earliest date on which it is permitted to as soon as administratively practicable, but in no event shall any reimbursement be paid under Section 409A and Employee shall have no discretion with respect to after the timing last day of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar the taxable year following the calendar taxable year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment scheduleexpense was incurred. 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 The amount of expenses eligible for reimbursement or in-kind benefits provided during or reimbursable expenses incurred in one calendar taxable year may shall not affect the in-kind benefits to be provided during or the expenses eligible for reimbursement in any other taxable year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 . Such right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein To the extent that any of the payments or benefits provided for in Section 5 are deemed to constitute non-qualified deferred compensation benefits subject to Section 409A of the Code, the following interpretations apply to Section 5: Any termination of the Executive’s employment triggering payment of benefits under Section 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. § 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A- 1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the contraryCompany or any of its parents, no amendment may subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5 that constitute deferred compensation under Section 409A of the Code shall be made delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs. Because the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5 of this Agreement. It is intended that each installment of the payments and benefits provided under Section 5 of this Agreement if it would cause shall be treated as a separate “payment” for purposes of Section 409A of the Code. In particular, the installment severance payments set forth in Section 6 of this Agreement or any shall be divided into two portions. That number of installments commencing on the first payment hereunder not to date set forth in Section 7 of this Agreement that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) of the Code for the year in which the Termination Date occurs (provided the termination of the Executive’s employment is also a separation from service) shall be payable in compliance accordance with Section 409A.Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 7(b)(i) and (ii) above.

Section 409A Compliance. To the extent applicable, it It is intended that this Agreement all payments hereunder shall comply with Section 409A and the provisions regulations promulgated thereunder so as not to subject the Executive to payment of interest or any additional tax under Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This All terms of this Agreement shall which are undefined or ambiguous must be administered interpreted in a manner that is consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as if necessary to comply with Section 409A. This Agreement will be construed and administered to preserve the exemption from Section 409A of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation separation pay exemption of Treas. Reg. §1.409A-1(b)(9)(iii). In the event furtherance thereof, if payment or provision of any amount or benefit hereunder that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit will be postponed to the earliest commencement date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to the extent that any regulations or other guidance issued under Section 409A (after application of the previous provisions of this Agreement or, unless otherwise specified Section 15) would result in writing, under any Company program or policy, shall be the Executive’s being subject to the following rules: (i) payment of interest or any additional tax under Section 409A of the amount Code, the parties agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of expenses eligible for reimbursement any such interest or in-kind additional tax under Section 409A, which amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Corporation and the Executive. Executive acknowledges and agrees that the Corporation has made no representation to Executive as to the tax treatment of the compensation and benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made pursuant to this Agreement if it would cause the Agreement or any payment hereunder not and that Executive is solely responsible for all taxes due with respect to be in compliance with Section 409A.such compensation and benefits.

Section 409A Compliance. To The intent of the extent applicable, it parties is intended that payments and benefits under this Agreement comply with Section 409A of Code to the provisions extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Grantee shall not be considered to have separated from service with the Company for purposes of this Agreement and no payment shall be due to the Grantee under this Agreement on account of a separation from service until the Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Internal Revenue Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment would result in accelerated taxation and/or tax penalties under Section 409A of the guidance promulgated thereunder Code, such payment, under this Agreement or any other agreement of the Company, shall be made on the first business day after the date that is six (“Section 409A”6) months following such separation from service (or death, if earlier). This The Company makes no representation that any or all of the payments described in this Agreement shall will be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to exempt from or comply with Section 409A (which amendment may be retroactive of the Code and makes no undertaking to preclude Section 409A of the extent permitted by Section 409A)Code from applying to any such payment. Unless otherwise expressly provided, any payment If it is determined that the terms of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year have been structured in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 manner that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted would result in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid adverse tax treatment under Section 409A of the Code, the parties agree to cooperate in taking all reasonable measures to restructure the arrangement to minimize or avoid such adverse tax treatment without materially impairing Grantee’s economic rights. The Grantee shall be solely responsible for the payment of any taxes and Employee shall have no discretion with respect to the timing of payments except as permitted penalties incurred under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.

Section 409A Compliance. To the extent applicable, it (a) It is intended that any benefits under this Agreement comply with satisfy, to the provisions greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder of 1986, as amended (“Section 409A”). This , provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement shall will be administered construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner consistent that complies with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the parties to comply with 409A. For purposes of Section 409A (which amendment may be retroactive to including, without limitation, for purposes of Treasury Regulations Section 1,409A-2(b)(2)(iii)), the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which EmployeeExecutive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each receive any installment of any severance payments provided for under this Agreement (whether severance payments, if any, 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. A termination of employment shall not be deemed to have occurred for purposes of application any provision of this 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. To 409A 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. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of a separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any payments or benefits that the Executive becomes entitled to under this Agreement on account of such separation from service are deemed to be “deferred compensation,” then to the extent that delayed commencement of any severance portion of such payments come within or benefits is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the definition of “short term deferrals” or “involuntary severance” related adverse taxation under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and payments shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid provided prior to the earliest of (i) the expiration of the six-month period measured from the date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to of separation from service, (ii) the timing date of payments except Executive’s death or (iii) such earlier date as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution without the imposition of a waiver and release which may be executed and/or revoked in a calendar year adverse taxation. Upon the first business day following the calendar year in which the payment event (expiration of such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary period, all payments deferred pursuant to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence this paragraph shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement orsum, unless otherwise specified in writing, under and any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements remaining payments due shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expenses, and the Employee as otherwise provided herein. No interest shall take all actions necessary to claim all such reimbursements be due 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.amounts so deferred.

Section 409A Compliance. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force and effect until amended by the The parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term 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 intend that any severance payments come within the definition of “short term deferrals” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A409A payable to Employee under this Agreement (or under any plan or program maintained by the Employer in which Employee participates) are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except paid in compliance with Section 409A. No amount shall be paid prior 409A such that there are no adverse tax consequences, interest, or penalties as a result of the payments. To the extent permitted by law, the parties agree to modify this Agreement to the earliest date on which it is permitted to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as extent necessary to comply with Section 409A. In Anything in this Agreement to the event that contrary notwithstanding and except as set forth in this Section 6.10, if in connection with any payment or distribution by the Employer to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”), Employee is determined subject to, or is notified by the Internal Revenue Service that he is or will be subject to, penalty taxes imposed by Section 409A or if any interest or penalties are incurred by Employee with respect to such penalty taxes (such penalty taxes together with any such interest and penalties, are hereinafter collectively referred to as the “Section 409A Tax”), then Employee shall be entitled to receive an additional payment (a “key employee” Section 409A Gross-Up Payment”) in an amount such that after payment by Employee of all Section 409A Tax and all income taxes (as defined and determined under any interest and penalties imposed with respect thereto) imposed upon the Section 409A) 409A Gross-Up Payment, Employee retains an amount of the Company at 409A Gross-Up Payment equal to the Section 409A Tax imposed upon the Payment; provided, however, that the Employer shall only be responsible to make a time when its stock is deemed Section 409A Gross-Up Payment with respect to be publicly traded on an established securities market, payments determined the Section 409A Tax if the Section 409A Tax relates to be “nonqualified deferred compensation” payable upon separation or results from service shall be made no earlier than (i) the first day of the seventh Employer’s failure to operate a “nonqualified deferred compensation plan” (7thas such term is defined in Section 409A) complete calendar month following such termination of employment(a “NQDC”) in compliance with Section 409A on and after January 1, 2005; or (ii) Employee’s death, consistent the lack of compliance of any Employer NQDC document or documentation with Section 409A; or (iii) the provisions payment or distribution by the Employer (or by any Employer NQDC) of any NQDC amount if such payment or distribution is not in compliance with Section 409A. Any For the avoidance of doubt, the Employer shall not be responsible to make any Section 409A Gross-Up Payment if, (1) after a timely notice or request by the Employer to Employee, Employee refuses or fails to make a timely election to alter the timing of payment delayed by reason or distribution or (2) Employee, in his capacity as an officer of the prior sentence Employer, causes the Employer to take any action, or causes the Employer to fail to take any action, which causes Employee to be subject to a Section 409A Tax. Determinations required to be made under this Section 6.10 regarding the amount of the Section 409A Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm selected by the Employer (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Employer and Employee within thirty (30) business days of the receipt of notice from Employee that he is subject to a Section 409A Tax, or such earlier time as is reasonably requested by the Employer. All fees and expenses of the Accounting Firm shall be borne solely by the Employer. Any Section 409A Gross-Up Payment, as determined pursuant to this Section 6.10, shall be paid out by the Employer to Employee within thirty (30) days of the receipt of the Accounting Firm’s determination, but in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no event later than the end last day of the calendar year following the year in which Employee remits the Employee incurs such expenses, related taxes. Any determination by the Accounting Firm shall be binding upon the Employer and the Employee 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 herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Section 409A.Employee.

Section 409A Compliance. To the extent applicable, it is intended that Payments contemplated pursuant to this Agreement are intended to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the guidance regulations promulgated thereunder (“Section 409A”). This ) (including the provisions for exceptions and exemptions from Section 409A) and all provisions of this Agreement shall be administered construed and interpreted in a manner consistent with the requirements for avoiding taxes and penalties under Section 409A. If any payment(s) to the Executive under the terms of this intentAgreement or any plans is determined to constitute a payment of nonqualified deferred compensation for purposes of Section 409A payable on account of a “separation from service” (as defined under Section 409A) that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), such payment(s) shall be delayed until the date that is six months and one day after the date of the Executive’s separation from service with the Company (or, if sooner, the date of the Executive’s death), if and only to the extent necessary to comply with the special rule for certain “specified employees” set forth in Code Section 409A(a)(2)(B)(i). Upon the expiration of the period described in the preceding sentence, all payments and benefits delayed pursuant to this subsection (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum without interest, and any provision that would cause the Agreement to fail to satisfy Section 409A shall have no force remaining payments and effect until amended by the parties to comply with Section 409A (which amendment may be retroactive to the extent permitted by Section 409A). Unless otherwise expressly provided, any payment of compensation by Company to Employee, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Employee’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture” for purposes of Code Section 409A). For purposes of this Agreement, “Separation from Service” shall have the meaning given to such term under Section 409A. Each payment and each installment of any severance payments provided for benefits due under this Agreement shall be treated as a separate paid or provided in accordance with the normal payment dates specified for them herein. A termination of employment shall not be deemed to have occurred for purposes of application any provision of Section 409A. To this Agreement providing for the extent that payment of any severance payments come within the definition amounts or benefits upon or following a termination of employment unless such termination is also a “short term deferralsseparation from service” or “involuntary severance” under Section 409A, such amounts shall be excluded from “deferred compensation” as allowed under Section 409A, and shall not be subject to the following Section 409A compliance requirements. All payments of “nonqualified deferred compensation” (within the meaning of Section 409A) are intended to comply with the requirements 409A and, for purposes of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred paymentprovision of this Agreement, except in compliance with Section 409A. No amount references to a “termination,” “termination of employment” or like terms shall be paid prior mean “separation from service.” Except as otherwise expressly provided herein, to the earliest date on which it extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is permitted determined to be paid under Section 409A and Employee shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any payments to which Section 409A applies which are subject to execution Section409A, the amount of a waiver and release which may any such expenses eligible for 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 life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be executed and/or revoked in a reimbursed after the last day of the calendar year following the calendar year in which the payment event (such as Separation from Service) occurs shall commence payment only in the calendar year in which the release revocation period ends as necessary to comply with Section 409A. In the event that Employee is determined to be a “key employee” (as defined and determined under Section 409A) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, payments determined to be “nonqualified deferred compensation” payable upon separation from service shall be made no earlier than (i) the first day of the seventh (7th) complete calendar month following such termination of employment, or (ii) Employee’s death, consistent with the provisions of Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. 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 or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which the Employee incurs such expensesare incurred, and the Employee in no event 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 any right to reimbursement or the provision of any in-kind benefits shall not benefit be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be Each payment made to under this Agreement if it would cause shall be treated as a “separate payment” within the Agreement or any payment hereunder not to be in compliance with meaning of Section 409A.