Notwithstanding anything in the Plan to the contrary, if any amount or benefit that the Company determines would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan by reason of an Eligible Employee’s Separation from Service, then to the extent necessary to comply with Code Section 409A:

Notwithstanding anything in the Plan to the contrary, ifIf any amount or benefit that the Company determines would constitute non-exempt “deferred compensation” for purposes of Section 409A of theunder Internal Revenue Code (“Code”) [Section 409A] would otherwise be payable or distributable under this PlanAgreement by reason of an Eligible Employee’Executive’s Separation“separation from Service, then toservice” during a period in which Executive is a “specified employee” (within the extent necessary to comply withmeaning of Code Section 409A:409A as determined by the Company), then any payment or benefits will be delayed until the earliest date on which they could be paid or distributed without being subject to penalty taxation under Code Section 409A.

Notwithstanding anything into the contrary set forth herein, any payments and benefits provided under the Plan to the contrary, if any amount or benefit that the Company determines would constitute non-exempt “deferred compensation” for purposeswithin the meaning of Section 409A[Section 409A] shall not commence in connection with an Executive’s termination of employment unless and until the Code would otherwise be payable or distributable under this Plan by reason of an Eligible Employee’sExecutive has also incurred a Separation from Service, thenunless the Company reasonably determines that such amounts may be provided to the extent necessaryExecutive without causing the Executive to comply with Codeincur the adverse personal tax consequences under Section 409A:409A.

To the extent applicable, it is intended that this Agreement and any payment made hereunder shall comply with the requirements of section 409A of the Code or any exemption or exclusion therefrom, and any related regulations or other guidance promulgated with respect to such section by the Internal Revenue Service ("Code section 409A") and shall in all respects be administered in accordance with Code section 409A. Any provision that would cause this Agreement or any payment hereof to fail to satisfy Code section 409A shall have no force or effect until amended to comply with Code section 409A in the least restrictive manner necessary and without any diminution in the value of the payments to the Employee, which amendment may be retroactive to the extent permitted by Code section 409A. Notwithstanding anything in the Planthis Agreement to the contrary, ifto the extent that any amount or benefit that the Company determines would constitute non-exempt “deferred compensation” for purposes of Section"nonqualified deferred compensation" under Code section 409A of the Code would otherwise be payable or distributable under this Planhereunder by reason of an Eligible Employee’the Employee's Separation from Service, thentermination of employment, such amount or benefit will not be payable or distributable to the extent necessaryEmployee by reason of such circumstance unless # the circumstances giving rise to comply withsuch termination of employment meet any description or definition of "separation from service" in Code Section 409A:section 409A or # the payment or distribution of such amount or benefit would be exempt from the application of Code section 409A by reason of the short-term deferral exemption or otherwise. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Code section 409A-compliant "separation from service."

Notwithstanding anythingany other provision in the Plan to the contrary, if and to the extent that Code Section 409A is deemed to apply to any amountbenefit under the Plan, it is the general intention of ​ that such benefits shall, to the extent practicable, comply with, or benefitbe exempt from, Code Section 409A, and the Plan shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Plan that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the Company determinesevent that ​ (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and a Participant is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to the Participant upon a separation from service may not be made before the date that is six months after the Participant’s separation from service (or death, if earlier). To the extent that a Participant becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would constitute non-exempt “deferred compensation”have been made to the Participant during the six months following his or her separation from service, if any, will be accumulated and paid to the Participant during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Plan. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Plan are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. To the extent not otherwise specified in the Plan, all # reimbursements and # in-kind benefits provided under the Plan shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that # any reimbursement is for expenses incurred during the Participant’s lifetime (or during a shorter period of time specified in the Plan); # 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 shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and # the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Further, # in the event that Code Section 409A ofrequires that any special terms, provisions, or conditions be included in the Code would otherwise be payable or distributable under this Plan by reason of an Eligible Employee’s Separation from Service,Plan, then such terms, provisions, and conditions shall, to the extent necessarypracticable, be deemed to be made a part of the Plan, and # terms used in the Plan shall be construed in accordance with Code Section 409A if and to the extent required. Neither ​, its Affiliates, the Board, the Committee nor its or their designees or agents makes any representations that the payments and benefits provided under the Plan comply with Code Section 409A:409A, and in no event will ​, its Affiliates, the Board, the Committee nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant (or any person claiming through him or her) on account of non-compliance with Code Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

To the extent applicable, it is intended that this Agreement and any payment made hereunder shall comply with the requirements of section 409A of the Code or any exemption or exclusion therefrom, and any related regulations or other guidance promulgated with respect to such section by the Internal Revenue Service ("Code section 409A") and shall in all respects be administered in accordance with Code section 409A. Any provision that would cause this Agreement or any payment hereof to fail to satisfy Code section 409A shall have no force or effect until amended to comply with Code section 409A in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, which amendment may be retroactive to the extent permitted by Code section 409A. Notwithstanding anything in the Planthis Agreement to the contrary, ifto the extent that any amount or benefit that the Company determines would constitute non-exempt “deferred compensation” for purposes of Section"nonqualified deferred compensation" under Code section 409A of the Code would otherwise be payable or distributable under this Planhereunder by reason of an Eligible Employee’the Employee's Separation from Service, thentermination of employment, such amount or benefit will not be payable or distributable to the extent necessaryExecutive by reason of such circumstance unless # the circumstances giving rise to comply withsuch termination of employment meet any description or definition of "separation from service" in Code Section 409A:section 409A or # the payment or distribution of such amount or benefit would be exempt from the application of Code section 409A by reason of the short-term deferral exemption or otherwise. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Code section 409A-compliant "separation from service."

The Plan as well as payments and benefits under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred a “separation from service” from the Company and its Affiliates within the meaning of Section 409A of the Code. Any payments described in 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. Notwithstanding anything to the contrary,contrary in the Plan, to the extent that any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any of its Affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if anyearlier). Each amount to be paid or benefit that the Company determines would constitute non-exempt “deferred compensation”to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code would otherwise be payableCode. The Company makes no representation that any or distributable underall of the payments or benefits described in this Plan by reason of an Eligible Employee’s Separationwill be exempt from Service, then to the extent necessary toor comply with Section 409A of the Code and makes no undertaking to preclude Section 409A:409A of the Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

Six-Month Delay Under Certain Circumstances. Notwithstanding anything in thethis Plan to the contrary, if any amount or benefit that the Company determines would constitute non-exempt “deferred compensation”“deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan by reason of an Eligible Employee’a Participant’s Separationseparation from Service, thenservice during a period in which he or she is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the extent necessary to comply with Code Section 409A:Company under Treas. Reg. [Section 1.409A-3(j)(4)(ii)])] (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):

Notwithstanding anything in the Plan to the contrary, ifEmployee under any amountgenerally applicable severance plan or benefit thatsimilar policy pursuant to which the Company determines would constitute non-exempt “deferred compensation”Employee is or may become eligible for purposesbenefits, which plan or policy does not provide for payments of nonqualified deferred compensation, as contemplated by Code Section 409A409A, shall be reduced by the amount of the Code would otherwise beSeverance Benefit that becomes payable or distributable underpursuant to this Plan by reason of an Eligible Employee’s Separation from Service, then to the extent necessary to comply with Code Section 409A:Agreement.

Notwithstanding anything inTo the Plan to the contrary, ifextent that any amountpayment or benefit that the Company determines would constitute non-exempt “deferreddescribed in this Agreement constitutes “non-qualified deferred compensation” for purposes ofunder Section 409A of the Code would otherwise be payable or distributable under this Plan by reason of an Eligible Employee’s Separation from Service, thenCode, and to the extent necessary to complythat such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with Codethe presumptions set forth in Treasury Regulation Section 409A:1.409A-1(h).