Compliance. The intent of the parties is that payments and benefits under this Agreement be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder, and all notices, rulings and other guidance issued by the Internal Revenue Service interpreting the same (collectively, "[Section 409A]") so as to avoid the additional tax and penalty interest provisions contained therein and, accordingly, to the maximum extent permitted under Section 409A, this Agreement shall be interpreted to maintain exemption from or compliance with its requirements. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on Executive by [Section 409A] or any damages for failing to comply with Section 409A, except for

The intent of the parties isCompany intends that all payments and benefits provided under this Agreement beor otherwise are exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder, and all notices, rulingsany Treasury Regulations and other guidance issued by the Internal Revenue Service interpreting the same (collectively, "[promulgated thereunder (“[Section 409A]"”) so asthat none of the payments or benefits will be subject to avoid the additional tax and penalty interest provisions contained therein and, accordingly, to the maximum extent permittedimposed under Section 409A, this Agreement shalland any ambiguities herein will be interpreted to maintain exemption from or compliance with its requirements. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on Executive by [Section 409A] or any damages for failing to comply with Section 409A, except forso comply.

General. The intent of the partiesParties is that the payments and benefits under this Agreement comply with or be exempt from, or comply with,from Section 409A of the Internal Revenue Code of 1986, as amended, and the Department of Treasury regulations and other interpretive guidance issued thereunder, and all notices, rulings andincluding without limitation any such regulations or other guidance that may be issued byafter the Internal Revenue Service interpreting the same (collectively, "[Effective Date, (“[Section 409A]"”) so as to avoid the additional tax and penalty interest provisions contained therein and, accordingly, to the maximum extent permitted under Section 409A,permitted, this Agreement shall be interpreted to maintain exemptionbe in compliance therewith. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company shall work in good faith with Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, including, without limitation, actions intended to # exempt the compensation and benefits payable under this Agreement from [Section 409A], and/or compliance# comply with its requirements. In no event whatsoeverthe requirements of Section 409A; however, this [Section 10(a)] shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company be liable for# have any tax, interest or penalties that may be imposed on Executive by [Section 409A] or any damagesliability for failing to comply with Section 409A, exceptdo so, or # incur or indemnify Executive for any taxes, interest or other liabilities arising under or by operation of [Section 409A].

The intent of the parties is that payments and benefits under this Agreement be exempt from, or comply with,with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder, and all notices, rulings and other guidance issued by the Internal Revenue Service interpreting the same (collectively, "[(“[Section 409A]"”) so as, to avoid the additional taxextent subject thereto, or otherwise be exempt from [Section 409A], and penalty interest provisions contained therein and, accordingly, to the maximum extent permitted under Section 409A,permitted, this Agreement shall be interpreted and administered to maintain exemptionbe exempt from or in compliance with its requirements. In no event whatsoevertherewith. Each amount to be paid or benefit to be provided under this Agreement shall the Company be liableconstrued as a separate and distinct payment for any tax, interest or penalties that may be imposed on Executive bypurposes of [Section 409A]. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or any damages for failing to comply withtax penalties under Section 409A, except for409A:

A The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended,Section 409A and the regulations issued thereunder, and all notices, rulings and other guidance issued by the Internal Revenue Service interpreting the same (collectively, "[promulgated thereunder (collectively “Code Section 409A]"409A”) so as to avoid the additional tax and penalty interest provisions contained therein and, accordingly, to the maximum extent permitted under Section 409A,permitted, this Agreement shall be interpreted to maintain exemption from orbe in compliance with its requirements. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on Executive by [Section 409A] or any damages for failing to comply with Section 409A, except fortherewith

The intent of the parties isintend that any payments andor benefits to be made under this Agreement comply with or otherwise be exempt from, or comply with,from Section 409A of the Internal Revenue Code of 1986, as amended,1986 and the regulations issued thereunder, and all notices, rulingsguidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, this Agreement will be administered and other guidance issued byinterpreted in a manner consistent with this intent. In the Internal Revenue Service interpretingevent that any provision would cause this Agreement to fail to satisfy Code Section 409A, the same (collectively, "[Section 409A]")parties agree to negotiate in good faith to amend the Agreement so as to avoidprevent the imposition of any additional tax and penaltyor interest provisions contained therein and, accordingly,pursuant to Code Section 409A to the maximum extent permitted under Section 409A, this Agreement shall be interpreted to maintain exemption from or compliance with its requirements. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on Executive by [Section 409A] or any damages for failing to comply with Section 409A, except forpossible.

Section 409A of the Internal Revenue Code. The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from, or comply with,from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder, and all notices, rulings and other guidance issued by the Internal Revenue Service interpreting the same (collectively, "[promulgated thereunder (collectively “[Section 409A]"”) so as to avoid the additional tax and penalty interest provisions contained therein and, accordingly, to the maximum extent permitted under Section 409A, this Agreement shall be interpreted to maintain exemption from or compliance with its requirements. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on Executive by [Section 409A] or any damages for failing to comply with Section 409A, except for.

[Section 409A] Compliance. TheIt is the Parties' intent of the parties is that all payments and benefits underpursuant to this Agreement be exempt from, or complycompliant with, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder, and all notices, rulings and other guidance issued by the Internal Revenue Service interpreting the same (collectively, "[amended ("[Section 409A]") so as. All payments pursuant to avoid the additional tax and penalty interest provisions contained therein and, accordingly, to the maximum extent permitted under Section 409A, this Agreement shall be interpretedsubject to maintain exemption from or compliance with its requirements. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on Executive by [Section 409A] or any damages for failing to comply with Section 409A, except for[Attachment B].

SEVENTH: The intent of the parties is that payments and benefits under this Agreement are intended to comply with or be exempt from, or comply with,from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder, and all notices, rulings and other guidance issued bypromulgated thereunder (collectively, the Internal Revenue Service interpreting the same (collectively, "[Section 409A]"“Code”) so as to avoid the additional tax and penalty interest provisions contained therein and, accordingly, to the maximum extent permitted under Section 409A,it would not adversely affect the Company, the Company agrees to interpret, apply, and administer this Agreement shallin the least restrictive manner to comply with or be interpretedexempt from such requirements without resulting in any diminution in the value of payments or benefits to maintain exemption from or compliance with its requirements.the Employee. In no event whatsoever shall the Company be liable for any additional tax, interest or penaltiespenalty that may be imposed on ExecutiveEmployee by [Section 409A]Code Section 409A or any damages for failing to comply with Code Section 409A, except for409A.

Compliance with Section 409A. This Agreement is intended to be interpreted and operated to the parties isfullest extent possible so that the payments and benefits under this Agreement beare exempt from, or comply with,from the requirements of Section 409A of the Code (“[Section 409A]”) of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder, and all notices, rulings and other guidance issued by the Internal Revenue Service interpreting the same (collectively, "[Section 409A]"amended (the “Code”) so as to avoid the additional tax and penalty interest provisions contained therein and, accordingly,, to the maximum extent permittedpossible, whether pursuant to the short-term deferral exception described in Treas. Reg. [[Section 1.409A-1(b)(4)])]])], the involuntary separation pay plan exception described in Treas. Reg. [[Section 1.409A-1(b)(9)(iii)])]])], or otherwise. To the extent that [Section 409A] is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits thereunder comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A,409A. Notwithstanding anything herein to the contrary, this Agreement shall be interpreted to maintain exemption from or complianceinterpreted, operated and administered in a manner consistent with its requirements. Insuch intentions; provided, however, that in no event whatsoever shall the Company or any of its Affiliates (or any of their respective successors) be liable for any additional tax, interest or penaltiespenalty that may be imposed on Executive by [Section 409A]pursuant to Section 409A or for any damages forincurred by Executive as a result of this Agreement (or the payments or benefits hereunder) failing to comply with Section 409A, except forwith, or be exempt from, [Section 409A]. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary (other than the proviso in the immediately preceding sentence):