Taxes. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes. Notwithstanding the foregoing, and except as otherwise specifically provided elsewhere in this Agreement, Employee 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 and interest arising under Section 409A of the Code). Neither ​ nor any of its employees, directors, or service providers shall have any obligation whatsoever to pay such taxes or interest, to prevent Employee from incurring them, or to mitigate or protect Employee from any such tax or interest liabilities. Notwithstanding anything in this Agreement to the contrary, if any amounts that become due under this Agreement on account of Employee’s termination of employment constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, payment of such amounts shall not commence until Employee incurs a Separation from Service. If, at the time of Employee’s Separation from Service under this Agreement, Employee is a “specified employee” (within the meaning of Section 409A of the Code), any amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that become payable to Employee on account of Employee’s Separation from Service (including any amounts payable pursuant to the preceding sentence) will not be paid until after the end of the sixth calendar month beginning after Employee’s Separation from Service (“[[Unknown Identifier]] Suspension Period”). Within 14 calendar days after the end of the [[Unknown Identifier]] Suspension Period, Employee shall be paid a lump sum payment, without interest, in cash equal to any payments delayed because of the preceding sentence. Thereafter, Employee shall receive any remaining benefits as if there had not been an earlier delay. With respect to the reimbursement of expenses to which Employee is entitled under this Agreement, if any, or the provision of in-kind benefits to Employee as specified under this Agreement, if any, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: # the expenses eligible for reimbursement or the 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, solely to the extent that the arrangement provides for a limit on the amount of expenses that may be reimbursed under such arrangement over some or all of the period in which the reimbursement arrangement remains in effect; # the reimbursement of an eligible expense shall be made no later than the end of the calendar year after the calendar year in which such expense was incurred; # the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and # the right to reimbursement or provision of in-kind benefits shall not apply to any expenses incurred or benefits to be provided beyond the last day of the second taxable year following the year in which Employee's Separation from Service occurred.

Taxes. All payments made pursuant to this Agreement willshall be subject to withholding of applicable federal, state and local income and employment taxes. Notwithstanding the foregoing, and except as otherwise specifically provided elsewhere in this Agreement, Employee is solely responsible and liable for the satisfaction of any federal, state, province or local taxes that may arise with respect toIn addition, this Agreement (including any taxes and interest arising underhas been drafted with the intent that it be compliant with Section 409A of the Code). Neither ​ nor any of its employees, directors, or service providersInternal Revenue Code, and the parties agree that it shall have any obligation whatsoever to pay such taxes or interest, to prevent Employee from incurring them, or to mitigate or protect Employee from any such tax or interest liabilities. Notwithstanding anything in this Agreementbe interpreted to the contrary, if any amountsmaximum extent possible consistent with that become dueintent. No amount of deferred compensation that is subject to Section 409A shall be payable upon a termination of employment unless such termination constitutes a “separation from service” under Section 409A. To the extent that reimbursements or other in-kind benefits under this Agreement on account of Employee’s termination of employment constitute “nonqualifiednonqualified deferred compensation” within the meaning of Section 409A of the Code, payment of such amounts shall not commence until Employee incurs a Separation from Service. If, at the time of Employee’s Separation from Service under this Agreement, Employee is a “specified employee” (within the meaning of Section 409A of the Code), any amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that become payable to Employee on account of Employee’s Separation from Service (including any amounts payable pursuant to the preceding sentence) will not be paid until after the end of the sixth calendar month beginning after Employee’s Separation from Service (“[[Unknown Identifier]] Suspension Period”). Within 14 calendar days after the end of the [[Unknown Identifier]] Suspension Period, Employee shall be paid a lump sum payment, without interest, in cash equal to any payments delayed because of the preceding sentence. Thereafter, Employee shall receive any remaining benefits as if there had not been an earlier delay. With respect to the reimbursement of expenses to which Employee is entitled under this Agreement, if any, or the provision of in-kind benefits to Employee as specified under this Agreement, if any, such reimbursement ofcompensation: # all expenses or provision of in-kind benefits shall be subject to the following conditions: # the expenses eligible for reimbursement or the 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, solely to the extent that the arrangement provides for a limit on the amount of expenses that may be reimbursed under such arrangement over some or all of the period in which the reimbursement arrangement remains in effect; # the reimbursement of an eligible expensereimbursements hereunder shall be made no later thanon or prior to the endlast day of the calendartaxable year afterfollowing the calendartaxable year in which such expense was incurred;expenses were incurred, # theany right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit;benefit, and # 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 [Section 409A], the right to reimbursement or provisionreceive installment payments pursuant to this Agreement shall be treated as a right to receive a series of in-kind benefitsseparate and distinct payments, and 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 Company. If Executive is a specified employee within the meaning of [Section 409A], to the extent required to comply with Section 409A, payment of deferred compensation may not apply tobe made before the date that is 6 months after the Executive’s separation from service; any expenses incurred or benefits topayments of deferred compensation that would otherwise have been payable during such six month period will be provided beyondsuspended and paid on the last dayfirst payment date following the expiration of the second taxable year following6 month period. If any payment under this Agreement gives rise, directly or indirectly, to liability for a penalty tax under Code Section 409A or an excise tax under [Section 4999] (and/or any penalties and/or interest with respect to such penalty tax or excise tax), Executive shall bear the year in which Employee's Separation from Service occurred.cost of any and all such penalties, taxes and interest.

Taxes. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes. Notwithstanding the foregoing, and except as otherwise specifically provided elsewhere in this Agreement, Employee is solely responsible and liable for the satisfaction of[Section 409A]. The parties intend that any federal, state, provinceamounts payable hereunder comply with or local taxes that may arise with respect to this Agreement (including any taxes and interest arising underare exempt from Section 409A of the Code)Internal Revenue Code of 1986, as amended (“[Section 409A]”) (including under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exceptions under subparagraph # and [subparagraph (v)(D)]) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6). Neither ​ norNotwithstanding any provision of its employees, directors, or service providers shall have any obligation whatsoever to pay such taxes or interest, to prevent Employee from incurring them, or to mitigate or protect Employee from any such tax or interest liabilities. Notwithstanding anything in this Agreement to the contrary, if the Employee is a “specified employee” within the meaning of [Section 409A], any amounts that become due under this Agreement on account of Employee’s termination of employment constitute “nonqualified deferredthat are “deferred compensation” within the meaning of Section 409A[Section 409A] shall not be made before the date that is six (6) months after the date of the Code, paymentTermination of such amounts shall not commence until Employee incurs a Separation from Service. If, atEmployment, or if earlier, his date of death. On the time of Employee’s Separation from Service under this Agreement, Employee is a “specified employee” (withinfirst business day following the meaning of Section 409Aexpiration of the Code), any amounts that constitute “nonqualifiedapplicable [Section 409A] six (6) month period, all payments deferred compensation” within the meaning of Section 409A of the Code that become payable to Employee on account of Employee’s Separation from Service (including any amounts payable pursuant to the preceding sentence) will not be paid until after the end of the sixth calendar month beginning after Employee’s Separation from Service (“[[Unknown Identifier]] Suspension Period”). Within 14 calendar days after the end of the [[Unknown Identifier]] Suspension Period, Employeesentence shall be paid to the Employee in a lump sum payment, without interest, in cash equaland all remaining payments due Employee pursuant to any payments delayed becausethis Agreement shall be paid as otherwise provided herein. For purposes of [Section 409A], each of the preceding sentence. Thereafter, Employee shall receive any remaining benefits as if there had not been an earlier delay. With respect to the reimbursement of expenses to which Employee is entitledpayments that may be made under this Agreement, if any, orAgreement shall be deemed to be a separate payment for purposes of [Section 409A]. To the provisionextent the Employee will be reimbursed for costs and expenses of in-kind benefitsbenefits, except as otherwise permitted by [Section 409A], # the right to Employee as specified under this Agreement, if any, such reimbursement of expenses or provision of in-kind benefits shall beis not subject to the following conditions:liquidation or exchange for another benefit, # the amount of expenses eligible for reimbursementreimbursement, or the amount of in-kind benefitsbenefits, provided in oneduring any taxable year shall not affect the expenses eligible for reimbursementreimbursement, or the amount of in-kind benefits providedto be 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, solely to the extent that the arrangement provides for a limit on the amount of expenses that may be reimbursed underand # such arrangement over some or all of the period in which the reimbursement arrangement remains in effect; # the reimbursement of an eligible expensepayments shall be made no later than the end of the calendar year after the calendar year in which such expense was incurred; # the right to reimbursementon or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and # the right to reimbursement or provision of in-kind benefits shall not apply to any expenses incurred or benefits to be provided beyondbefore the last day of the second taxable year following the taxable year in which Employee's Separationthe expense was incurred. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and the Employee agree to negotiate in good faith to make amendments to this Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect, and the Employee shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of the Employee in connection with this Agreement (including any taxes, penalties and interest under Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee (or any beneficiary) harmless from Service occurred.any or all of such taxes, penalties or interest.

Taxes. AllGeneral. It is intended that the payments made pursuant to this Agreement will be subject to withholding of applicable taxes. Notwithstanding the foregoing, and except as otherwise specificallybenefits provided elsewhere in this Agreement, Employee 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 and interest arising under Section 409A of the Code). Neither ​ nor any of its employees, directors, or service providers shall have any obligation whatsoever to pay such taxes or interest, to prevent Employee from incurring them, or to mitigate or protect Employee from any such tax or interest liabilities. Notwithstanding anything in this Agreement to the contrary, if any amounts that become due under this Agreement on account of Employee’s termination of employment constitute “nonqualified deferred compensation” withinshall either be exempt from application of, or comply with, the meaning of Section 409A of the Code, payment of such amounts shall not commence until Employee incurs a Separation from Service. If, at the time of Employee’s Separation from Service under this Agreement, Employee is a “specified employee” (within the meaning of Section 409A of the Code), any amounts that constitute “nonqualified deferred compensation” within the meaningrequirements of Section 409A of the Code and the final regulations thereunder. This Agreement shall be construed, administered, and governed in a manner that becomeeffects such intent, and the Corporation and the Employer shall not take any action that would be inconsistent with such intent and shall make payments in such time and manner as the Corporation and the Employer determine would minimize or reduce the risk of adverse taxation under Section 409A of the Code. In the event that the Corporation reasonably determines, after consultation with tax counsel, that any compensation or benefits payable under this Agreement may be subject to taxation under Section 409A of the Code, the Corporation, after consultation with the Employee, shall have the authority to adopt, prospectively or retroactively, such amendments to this Agreement or to take any other actions it determines necessary or appropriate to # exempt the compensation and benefits payable under this Agreement from Section 409A of the Code or # comply with the requirements of Section 409A of the Code. In no event, however, shall this section or any other provisions of this Agreement be construed to require the Corporation to provide any gross-up for the tax consequences of any provisions of, or payments under, this Agreement and the Corporation shall have no responsibility for tax consequences to the Employee on account(or his or her beneficiary) resulting from the terms or operation of Employee’s Separation from Service (includingthis Agreement. Each installment of the payments and benefits provided for in this Agreement shall be treated as a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). Notwithstanding any amounts payableprovision to the contrary, if any reimbursements or in-kind benefits provided by the Corporation or the Employer pursuant to the preceding sentence) willthis Agreement would constitute deferred compensation that is subject to and not be paid until after the endexempt from Section 409A of the sixth calendar month beginning after Employee’s Separation from Service (“[[Unknown Identifier]] Suspension Period”). Within 14 calendar days after the end of the [[Unknown Identifier]] Suspension Period, Employee shall be paid a lump sum payment, without interest, in cash equal to any payments delayed because of the preceding sentence. Thereafter, Employee shall receive any remaining benefits as if there had not been an earlier delay. With respect to the reimbursement of expenses to which Employee is entitled under this Agreement, if any,Code, such reimbursements or the provision of in-kind benefits to Employee as specified under this Agreement, if any, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions:rules: # the expensesamounts eligible for reimbursementreimbursement, or the amount of in-kind benefits provided in one taxableprovided, during any calendar year shallmay not affect the expenses eligible for reimbursementreimbursement, or the amount of in-kind benefits providedprovided, in any other taxable year, except forcalendar year; # any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code, solely to the extent that the arrangement provides for a limit on the amount of expenses that may be reimbursed under such arrangement over some or all of the period in which the reimbursement arrangement remains in effect; # the reimbursement of an eligible expense shall be made no later thanon or before the endlast day of the calendar year afterfollowing the calendar year in which suchthe expense was incurred; and # the Employee’s right to reimbursement oran in-kind benefits shallbenefit or reimbursement is not be subject to liquidation or exchange for cash or another benefit; and # the right to reimbursement or provision of in-kind benefits shall not apply to any expenses incurred or benefits to be provided beyond the last day of the second taxable year following the year in which Employee's Separation from Service occurred.benefit.

Taxes. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes. Notwithstanding the foregoing, and except as otherwise specifically provided elsewhere in this Agreement, Employee 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 and interest arising under Section 409A of the Code). Neither ​ nor any of its employees, directors, or service providers shall have any obligation whatsoever to pay such taxes or interest, to prevent Employee from incurring them, or to mitigate or protect Employee from any such tax or interest liabilities. Notwithstanding anything in this Agreement to the contrary, if any amounts that become dueall payments to be made upon a termination of employment under this Agreement on account of Employee’s termination of employment constitute “nonqualified deferred compensation”shall only be made upon a “separation from service” within the meaning of Section 409A of the Code, payment of such amounts shall not commence until Employee incurs a Separation from Service. If, atInternal Revenue Code (the “Code”). To the time of Employee’s Separation from Servicemaximum extent permitted under this Agreement, Employee is a “specified employee” (within the meaning of Section 409A of the Code)Code and its corresponding regulations, the cash severance and other benefits payable under this Agreement are intended to meet the requirements of the short-term deferral exemption under Section 409A of the Code and the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). For purposes of the application of Treas. Reg. § 1.409A-l(b)(4)(or any successor provision), each payment in a series of payments to the Executive will be deemed a separate payment. With respect to any amountsexpense, reimbursement or in-kind benefit provided pursuant to this Agreement that constitute “nonqualified deferredconstitutes a “deferral of compensation” within the meaning of Section 409A of the Code that become payable to Employee on account of Employee’s Separation from Service (including any amounts payable pursuant to the preceding sentence) will not be paid until after the end of the sixth calendar month beginning after Employee’s Separation from Service (“[[Unknown Identifier]] Suspension Period”). Within 14 calendar days after the end of the [[Unknown Identifier]] Suspension Period, Employee shall be paid a lump sum payment, without interest, in cash equal to any payments delayed because of the preceding sentence. Thereafter, Employee shall receive any remaining benefits as if there had not been an earlier delay. With respect to the reimbursement of expenses to which Employee is entitled under this Agreement, if any, or the provision of in-kind benefits to Employee as specified under this Agreement, if any, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions:and its implementing regulations and guidance, # the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affectto the Executive must be incurred during the Employment Period (or applicable survival period), # the amount of 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, solely to the extent that the arrangement provides for a limit onExecutive during any calendar year will not affect the amount of expenses that mayeligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, # the reimbursements for expenses for which the Executive is entitled to be reimbursed under such arrangement over some or all of the period in which the reimbursement arrangement remains in effect; # the reimbursement of an eligible expense shall be made no later thanon or before the endlast day of the calendar year afterfollowing the calendar year in which suchthe applicable expense was incurred; # the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit;is incurred, and # the right to payment or reimbursement or provision of in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. To the extent any such cash payment or continuing benefit payable upon Executive’s termination of employment is nonqualified deferred compensation subject to Section 409A of the Code, then, only to the extent required by Section 409A of the Code, such payment or continuing benefit shall not apply tocommence until the date which is six (6) months after the date of separation from service, and any expenses incurred or benefits topreviously scheduled payments shall be provided beyond the last day of the second taxable year following the yearmade in which Employee's Separation from Service occurred.a lump sum (without interest) on that date.

Taxes. All payments made pursuant[Section 409A]. The Agreement shall be interpreted and operated to thisreflect the intent of the parties that all provisions of the Agreement will be subject to withholding of applicable taxes. Notwithstanding the foregoing, and except as otherwise specifically provided elsewhere in this Agreement, Employee is solely responsible and liable for the satisfaction of any federal, state, province or local taxes that may ariseshall comply with respect to this Agreement (including any taxes and interest arising under Section 409A of the Code)Internal Revenue Code of 1986, as amended, and any regulations thereunder ("[Section 409A]"). Neither ​ nor any of its employees, directors, or service providersThe Company Group shall not have any liability or obligation whatsoever to pay suchyou with respect to any taxes or interest,that may become payable by you pursuant to prevent Employee from incurring them, or to mitigate or protect Employee from any such tax or interest liabilities.Section 409A. Notwithstanding anything in this Agreement to the contrary, if you are a "specified employee" for purposes of [Section 409A] and if payment of any amounts that become due under this Agreement on accountis required to be delayed for a period of Employee’s termination of employment constitute “nonqualified deferred compensation” within the meaning ofsix months after separation from service pursuant to Section 409A of the Code,409A, payment of such amounts shall not commence until Employee incurs a Separation from Service. If, atbe delayed as required by [Section 409A], and the time of Employee’s Separation from Service under this Agreement, Employee is a “specified employee” (within the meaning of Section 409A of the Code), anyaccumulated amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that become payable to Employee on account of Employee’s Separation from Service (including any amounts payable pursuant to the preceding sentence) will notshall be paid until after the end of the sixth calendar month beginning after Employee’s Separation from Service (“[[Unknown Identifier]] Suspension Period”). Within 14 calendarin a lump sum payment within 15 days after the end of the [[Unknown Identifier]] Suspension Period, Employee shall be paid a lump sum payment, without interest, in cash equal to any payments delayed because of the preceding sentence. Thereafter, Employee shall receive any remaining benefits assix-month period, or if there had not been an earlier delay. With respect to the reimbursement of expenses to which Employee is entitledearlier, upon your death. For all purposes under this Agreement, if any, orreference to your "termination of employment" (and corollary terms) with the provision of in-kind benefitsCompany shall be construed to Employee as specifiedrefer to your "separation from service" (as defined by [Section 409A]), and any right to installment payments under this Agreement, if any, such reimbursement of expenses or provision of in-kind benefitsAgreement shall be subjecttreated as a right to a series of separate payments. In the following conditions: # the expenses eligible for reimbursement or the amount of in-kind benefits providedevent that any payment under this Agreement may be paid 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, solely to the extent that the arrangement provides for a limittwo calendar years, depending on the amounttiming of expenses that may be reimbursed underexecution of a Release, such arrangement over some or all of the period in which the reimbursement arrangement remains in effect; # the reimbursement of an eligible expensepayment shall be made noin the later than the endcalendar year. With regard to any provision herein that provides for reimbursement of the calendar year after the calendar year in which such expense was incurred;costs and expenses or in-kind benefits, except as permitted by [Section 409A], # the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; andbenefit, # the right to reimbursementamount of expenses eligible for reimbursement, or provision of in-kind benefitsbenefits, provided during any taxable year shall not apply to anyaffect the expenses incurredeligible for reimbursement, or in-kind benefits to be provided beyondprovided, in any other taxable year; and # such payments shall be made on or before the last day of the secondyour taxable year following the taxable year in which Employee's Separation from Service occurred.the expense was incurred.

Taxes.Internal Revenue Code Section 409A. The parties intend to comply with the requirements of section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”). All payments under this Agreement are intended to either be exempt from or comply with the requirements of Section 409A. All payments made pursuant tounder this Agreement willshall be subjectpaid in accordance with the terms of this Agreement. The parties expressly understand that the provisions of this Agreement shall be construed and interpreted to withholding of applicable taxes. Notwithstandingavoid the foregoing, and except as otherwise specifically provided elsewhere in this Agreement, Employee is solely responsible and liable for the satisfactionimputation of any federal, state, provinceadditional tax, penalty or local taxes that may arise with respect to this Agreement (including any taxes and interest arising under Section 409A and to preserve (to the nearest extent reasonably possible) the intended benefits payable to you hereunder. If any payment or benefit provided to you in connection with your “separation from service” within the meaning of [Section 409A] is determined to constitute “nonqualified deferred compensation” within the meaning of [Section 409A], then such payment or benefit will not be paid until the first payroll date to occur following the six-month anniversary of your Retirement Date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date will be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments will be paid without delay in accordance with their original schedule. Each payment under this Agreement shall be treated as a separate payment of compensation for purposes of [Section 409A]. Any reimbursements or in-kind benefits provided under this Agreement that are subject to Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that # any reimbursement is for expenses incurred during the period of time specified in the Agreement, # the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, # the reimbursement of an eligible expense will be made no later than the last day of the Code). Neither ​ nor any of its employees, directors,calendar year following the year in which the expense is incurred, and # the right to reimbursement or service providers shall have any obligation whatsoeverin-kind benefits is not subject to pay such taxesliquidation or interest, to prevent Employee from incurring them, or to mitigate or protect Employee from any such tax or interest liabilities.exchange for another benefit. Notwithstanding anything in this Agreement to the contrary, ifthe Company shall not make any amountsdeductions for money or property that you owe to the Company, offset or otherwise reduce any sums that may be due or become due under this Agreement onpayable to or for the account of Employee’s terminationyou with respect to any arrangements other than pursuant to the terms of employment constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, payment of such amounts shall not commence until Employee incurs a Separation from Service. If, at the time of Employee’s Separation from Service under this Agreement, Employee is a “specified employee” (within the meaning of Section 409A of the Code), anyfrom amounts that constitute “nonqualified deferred compensation” within the meaningcompensation for purposes of Section 409A of the Code that become payable to Employee on account of Employee’s Separation from Service (including any amounts payable pursuant to the preceding sentence) will not be paid until after the end of the sixth calendar month beginning after Employee’s Separation from Service (“[[Unknown Identifier]] Suspension Period”). Within 14 calendar days after the end of the [[Unknown Identifier]] Suspension Period, Employee shall be paid a lump sum payment, without interest, in cash equal[Section 409A] and except as required by law. Your right to any payments delayed because of the preceding sentence. Thereafter, Employee shall receive any remaining benefitsdeferred compensation, as if there had not been an earlier delay. With respect to the reimbursement of expenses to which Employee is entitleddefined under this Agreement, if any, or the provision of in-kind benefits to Employee as specified under this Agreement, if any, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: # the expenses eligible for reimbursement or the 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, solely to the extent that the arrangement provides for a limit on the amount of expenses that may be reimbursed under such arrangement over some or all of the period in which the reimbursement arrangement remains in effect; # the reimbursement of an eligible expense shall be made no later than the end of the calendar year after the calendar year in which such expense was incurred; # the right to reimbursement or in-kind benefits409A, shall not be subject to liquidationborrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or exchangegarnishment by creditors, to the extent necessary to avoid additional tax, penalties and/or interest under Section 409A. Nothing herein, including the foregoing sentence, shall change the Company’s rights and/or remedies under the Agreement and/or applicable law. In no event shall the Company Group be liable for another benefit; and # the rightany penalties, costs, damages, levies or taxes imposed on you pursuant to reimbursement or provision of in-kind benefits shall not apply to any expenses incurred or benefits to be provided beyond the last day of the second taxable year following the year in which Employee's Separation from Service occurred.Section 409A.

Taxes. All[Section 409A]. (a) General Compliance. This agreement is intended to comply with Section 409A 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 pursuantupon 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 or as a short-term deferral shall be excluded from [Section 409A] to the maximum extent possible. For purposes of [Section 409A], each installment payment provided under this Agreement willagreement shall be subjecttreated as a separate payment. Any payments to withholdingbe made under this agreement upon a termination of applicable taxes.employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and except as otherwise specificallybenefits provided elsewhereunder this agreement comply with Section 409A, and in this Agreement, Employee is solely responsible andno event shall the Company be liable for the satisfactionall or any portion of any federal, state, provincetaxes, penalties, interest, or local taxesother expenses that may arise with respect to this Agreement (including any taxes and interest arising under Section 409A ofbe incurred by the Code). Neither ​ nor any of its employees, directors, or service providers shall have any obligation whatsoever to pay such taxes or interest, to prevent Employee from incurring them, or to mitigate or protect Employee from any such tax or interest liabilities. Notwithstanding anything in this Agreement to the contrary, if any amounts that become due under this AgreementExecutive on account of Employee’snon-compliance with Section 409A. (b) Specified Employees. Notwithstanding any other provision of this agreement, if any payment or benefit provided to the Executive in connection with his termination of employment is determined to constitute “nonqualified"nonqualified deferred compensation”compensation" within the meaning of [Section 409A] and the Executive is determined to be a "specified employee" as defined in Section 409A of the Code,409A(a)(2)(b)(i), then such payment of such amountsor benefit shall not commence until Employee incurs a Separation from Service. If, at the time of Employee’s Separation from Service under this Agreement, Employee is a “specified employee” (within the meaning of Section 409A of the Code), any amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that become payable to Employee on account of Employee’s Separation from Service (including any amounts payable pursuant to the preceding sentence) will not be paid until after the endfirst payroll date to occur following the six-month anniversary of the sixth calendar month beginning after Employee’Termination Date or, if earlier, on the Executive's Separation from Service (“[[Unknown Identifier]] Suspension Period”death (the "Specified Employee Payment Date"). Within 14 calendar days afterThe aggregate of any payments that would otherwise have been paid before the end of the [[Unknown Identifier]] Suspension Period,Specified Employee Payment Date shall be paid to the Executive in a lump sum payment, without interest, in cash equal to any payments delayed because ofon the preceding sentence. Thereafter,Specified Employee shall receivePayment Date and thereafter, any remaining benefits as if there had not been an earlier delay. With respect topayments shall be paid without delay in accordance with their original schedule. (c)Reimbursements. To the extent required by [Section 409A], each reimbursement of expenses to which Employee is entitledor in-kind benefit provided under this Agreement, if any, or the provision of in-kind benefits to Employee as specified under this Agreement, if any, such reimbursement of expenses or provision of in-kind benefitsAgreement shall be subject toprovided in accordance with the following conditions:following: # the amount of expenses eligible for reimbursementreimbursement, or the amount of in-kind benefits provided in one taxableprovided, during each calendar year shall notcannot affect the expenses eligible for reimbursementreimbursement, or the amount of in-kind benefits providedto be provided, in any other taxable year, except forcalendar year; # any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code, solely to the extent that the arrangement provides for a limit on the amount of expenses that may be reimbursed under such arrangement over some or all of the period in which the reimbursement arrangement remains in effect; # the reimbursement of an eligible expense shall be made no later thanpaid to the endExecutive on or before the last day of the calendar year afterfollowing the calendar year in which suchthe expense was incurred; and # theany right to reimbursementreimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit; and #benefit. (d) Tax Gross-ups. Any tax gross-up payments provided under this Agreement shall be paid to the right to reimbursementExecutive on or provision of in-kind benefits shall not apply to any expenses incurred or benefits to be provided beyond the last daybefore December 31 of the second taxablecalendar year immediately following the calendar year in which Employee's Separation from Service occurred.the Executive remits the related taxes.

Taxes. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes. Notwithstanding the foregoing, and except as otherwise specifically provided elsewhere in this Agreement, Employee 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 and interest arising under Section 409AThe intent of the Code). Neither ​ nor any of its employees, directors, or service providers shall have any obligation whatsoever to pay such taxes or interest, to prevent Employee from incurring them, or to mitigate or protect Employee from any such tax or interest liabilities. Notwithstanding anything in this Agreement to the contrary, if any amountsparties is that become duepayments and benefits under this Agreement on account of Employee’s termination of employment constitute “nonqualified deferred compensation” withincomply with the meaningprovisions of Section 409A of the Code, paymentInternal Revenue Code of such amounts1986, as amended, and regulations and other guidance of the Treasury and the Internal Revenue Service promulgated thereunder (collectively “Code Section 409A”) or an exemption therefrom and, accordingly, to the maximum extent permitted, this Agreement shall not commence until Employee incurs a Separation from Service. If, atbe interpreted to be in compliance therewith. In no event whatsoever shall the timeCompany or any of Employee’s Separation from Serviceits subsidiaries be liable for any additional tax, interest or penalty that may be imposed on you by Code Section 409A or damages for failing to comply with Code Section 409A. To the extent that reimbursements or other in-kind benefits under this Agreement, Employee is a “specified employee” (within the meaning of Section 409A of the Code), any amounts thatAgreement constitute “nonqualified deferred compensation” within the meaningfor purposes of Code Section 409A of the Code that become payable to Employee on account of Employee’s Separation from Service (including any amounts payable pursuant to the preceding sentence) will not be paid until after the end of the sixth calendar month beginning after Employee’s Separation from Service (“[[Unknown Identifier]] Suspension Period”). Within 14 calendar days after the end of the [[Unknown Identifier]] Suspension Period, Employee shall be paid a lump sum payment, without interest, in cash equal to any payments delayed because of the preceding sentence. Thereafter, Employee shall receive any remaining benefits as if there had not been an earlier delay. With respect to the reimbursement of expenses to which Employee is entitled under this Agreement, if any, or the provision of in-kind benefits to Employee as specified under this Agreement, if any,409A, # all such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: # the expenses eligible for reimbursement or the 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, solely to the extent that the arrangement provides for a limit on the amount of expenses that may be reimbursed under such arrangement over some or all of the period in which the reimbursement arrangement remains in effect; # the reimbursement of an eligible expensereimbursements hereunder shall be made no later thanon or prior to the endlast day of the calendartaxable year afterfollowing the calendartaxable year in which such expense was incurred;expenses were incurred by you, # theany right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit;benefit, and # the right to reimbursementno such reimbursement, expenses eligible for reimbursement, or provision of in-kind benefits provided in any taxable year shall not apply toin any way affect the expenses incurredeligible for reimbursement, or in-kind benefits to be provided beyondprovided, in any other taxable year. Notwithstanding any other provision of this Agreement to the last daycontrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of the second taxable year following the year in which Employee's Separation from Service occurred.Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.