Compliance with Section 409A of the Code. Except as provided in individual Award agreements initially or by amendment, if and to the extent # any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with Participant’s employment termination constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code and # the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations the Participant (through accepting the Award) agrees that the Participant is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation from service” (as determined under Section 409A of the Code) (the “New Payment Date”), except as Section 409A of the Code may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule.

Compliance with Section 409A of the Code. Except as provided in individual Award agreements initially or by amendment, if and to the extent # any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with Participant’shis or her employment termination constitutes “nonqualified“nonqualified deferred compensation”compensation” within the meaning of Section 409A of the Code and # the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations the Participant (through accepting the Award) agrees that the Participanthe or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation“separation from service”service” (as determined under Section 409A of the Code) (the “New“New Payment Date”Date”), except as Section 409A of the Code may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule.

ComplianceThis Plan is intended to comply with the requirements of Code Section 409A or an exemption or exclusion therefrom and, with respect to amounts that are subject to Code Section 409A, it is intended that this Plan be administered in all respects in accordance with Code Section 409A. Each payment under any Award that constitutes nonqualified deferred compensation subject to Code Section 409A shall be treated as a separate payment for purposes of Code Section 409A. In no event may a Participant, directly or indirectly, designate the Code. Except as provided in individualcalendar year of any payment to be made under any Award agreements initiallythat constitutes nonqualified deferred compensation subject to Code Section 409A. Notwithstanding any other provision of this Plan or by amendment, if andany Award Agreement to the extent # any portion of any payment, compensation or other benefit provided tocontrary, if a Participant pursuant to the Plan in connection with Participant’s employment termination constitutes “nonqualified deferred compensation”is a “specified employee” within the meaning of Code Section 409A of the Code and # the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as(as determined by the Company in accordance with its procedures,the methodology established by which determinations the Participant (through acceptingCorporation), amounts in respect of an Award that constitute “nonqualified deferred compensation” within the Award) agreesmeaning of Code Section 409A that would otherwise be payable by reason of a Participant’s separation from service during the Participant is bound,six-month period immediately following such portion of the payment, compensation or other benefitseparation from service shall notinstead be paid beforeor provided on the first business day following the date that is six months plus one day afterfollowing the date of “separationParticipant’s separation from service” (as determined under Section 409A of the Code) (the “New Payment Date”), except as Section 409A of the Code may then permit. The aggregate of any payments that otherwise would have been paid toservice (if the Participant duringdies following the period between the date of separation from service and prior to the New Payment Datepayment of any amounts delayed on account of Code Section 409A, such amounts shall be paid to the Participantpersonal representative of the Participant’s estate within 30 days following the date of the Participant’s death). No benefit under the Plan payable in connection with a lump sum on such New Payment Date, and any remaining paymentstermination of Service or employment that is considered deferred compensation under Code Section 409A will be paid on their original schedule.or otherwise provided until the relevant Participant has a “separation from service” within the meaning of Code Section 409A.

Compliance with Section 409A of the Code. Except as provided in individualEach Award agreements initially or by amendment, if and to the extent # any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with Participant’s employment termination constitutes “nonqualifiedthat provides for “nonqualified deferred compensation”compensation” within the meaning of Section 409A of the Code shall be subject to such additional rules and #requirements as specified by the Participant is a specified employee as definedCommittee from time to time in order to comply with Section 409A(a)(2)(B)(i)409A of the Code, in each case as determined byCode. If any amount under such an Award is payable upon a “separation from service” (within the Company in accordance with its procedures, by which determinations the Participant (through accepting the Award) agrees that the Participant is bound, such portionmeaning of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation from service” (as determined under Section 409A of the Code) (the “New Payment Date”), except asto a Participant who is then considered a “specified employee” (within the meaning of Section 409A of the Code mayCode), then permit. The aggregateno such payment shall be made prior to the date that is the earlier of # six months and one day after the Participant’s separation from service, or # the Participant’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A of the Code. In addition, the settlement of any payments that otherwise would have been paidsuch Award may not be accelerated except to the Participant duringextent permitted by Section 409A of the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule.Code.

Compliance with Section 409A of the Code. Except as provided in individual Award agreements initially or by amendment, if and to the extent #If any portion of any payment,severance compensation or other benefit provided to a ParticipantEmployee pursuant to the Plan in connection with Participant’s employment terminationthis Agreement that constitutes “nonqualified deferred compensation” within the meaning of Section 409A[Section 409A] is considered to be paid on account of “separation from service” within the Codemeaning of [Section 409A], and # the ParticipantEmployee is a specified employee as defined in Section 409A(a)(2)(B)(i)“specified employee” within the meaning of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations the Participant (through accepting the Award) agrees that the Participant is bound,[Section 409A], no payments of any of such portion of the payment, compensationseverance or other benefit shall not be paid before the day that ismade for six (6) months plus one (1) day after the date of “separation from service” (as determined under Section 409A of the Code)Separation Date (the “New Payment Date”), except as. Amounts payable under this Agreement shall be deemed not to be “nonqualified deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under [subparagraph (iii)]) and other applicable provisions of the Code may then permit.Section 409A. The aggregate of any such payments that otherwise would have otherwise been paid to the Participant during the period between the date of separation from serviceSeparation Date and the New Payment Date shall be paid to the ParticipantEmployee in a lump sum on suchthe New Payment Date, and any remaining payments will be paid on their original schedule.Date.

Compliance with Section 409A of the Code. Except as providedNotwithstanding any other provision in individual Award agreements initially or by amendment, if andthis Plan to the extent #contrary, if any portion of any payment, compensationpayment or other benefit provided to a Participant pursuant tounder the Plan in connection with Participant’s employment termination constitutes “nonqualified deferred compensation”non-exempt “deferred compensation” within the meaning of Code Section 409A, such payment, if due under the terms of the Plan, shall be paid on the sixtieth (60th) day following the Qualified Termination of Employment; provided, however, that if a Participant is considered a “specified employee” of the Company for purposes of Code Section 409A of the Code and # the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations the Participant (through accepting the Award) agrees that the Participant is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day afteron the date of “separationa Qualified Termination of Employment, any such payment or benefit that is otherwise due to the Participant as a result of such Participant’s “separation from service” (as determined underservice” within the meaning of Code Section 409A ofduring the Code) (the “New Payment Date”), except as Section 409A of the Code may then permit. The aggregate of any payments that otherwise would have beensix-month period immediately following such “separation from service” shall be accumulated and paid to the Participant duringon the period betweenfirst day of the dateseventh month following such “separation from service” (“Delayed Payment Date”) to the extent necessary for the Participant to avoid adverse tax consequences or additional taxes under Code Section 409A, provided that if the Participant dies prior to the payment of separation from service and the New Payment Datesuch amounts, such amounts shall be paid to the Participant in a lump sumpersonal representative of his estate on such Newthe first to occur of the Delayed Payment Date, and any remaining payments will be paid on their original schedule.Date or 10 days following the date of Participant’s death.

ComplianceCode Section 409A Compliance. Each Award granted under this Plan is intended to be either exempt from or in compliance with the requirements of Section 409A of the Code. Except as provided in individual Award agreements initially or by amendment, ifCode, and to the extent # any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan shall be interpreted accordingly. Without limiting the foregoing, no amount shall be deferred, accelerated, extended, paid out, settled, adjusted, substituted, exchanged or modified in connection with Participant’s employment termination constitutes “nonqualified deferred compensation” withina manner that would cause the meaningAward to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A of the Code and #or otherwise would subject the Participant to the additional tax imposed under Section 409A of the Code. If the Participant is a specified employee“specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as defined inof the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), any Award, to the extent such Award constitutes non-qualified deferred compensation subject to Section 409A of the Code and required to be delayed pursuant to Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations the Participant (through accepting the Award) agrees that the Participant is bound,Code (after taking into account any exclusions applicable to such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation from service” (as determinedpayments under Section 409A of the Code) (the “New Payment Date”), except as Section 409Ashall not be made until the first business day after # the expiration of six (6) months from the Code may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period betweenParticipant’s separation from service or # if earlier, the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule.Participant’s death.

Compliance withCode Section 409A of409A. Anything under the Code. Except as provided in individualPlan or an Award agreements initially or by amendment, if andAgreement to the contrary notwithstanding, to the extent #applicable, it is intended that any portion of any payment, compensation or other benefit provided to a Participant pursuant toAwards under the Plan in connection with Participant’s employment termination constitutes “nonqualified deferred compensation” within the meaningwhich provide for a “deferral of compensation” subject to Section 409A of the Code and #rules, regulation and guidance issued thereunder (collectively, Code Section 409A) shall comply with the provisions of Code Section 409A and the Plan and all applicable Awards shall be construed and applied in a manner consistent with this intent. In furtherance thereof, any amount constituting a “deferral of compensation” under Treasury Regulation Section 1.409A-1(b) that is payable to a Participant upon a Separation from Service of the Participant is(within the meaning of Treasury Regulation Section 1.409A-1(h)) (other than due to the Participant’s death), occurring while the Participant shall be a specified employee as defined in“specified employee” (within the meaning of Treasury Regulation Section 409A(a)(2)(B)(1.409A-1(i)) of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations the Participant (through accepting the Award) agrees that the Participant is bound, such portion of the payment, compensation or other benefitapplicable Subsidiary, shall not be paid beforeuntil the dayearlier of # the date that is six months plus one day afterfollowing such Separation from Service or # the date of “separationthe Participant’s death following such Separation from service” (as determined under Section 409A ofService; provided, however, that the Code) (the “New Payment Date”), except as Section 409A of the Code may then permit. The aggregatevalue of any payments that otherwise would have been paid tosuch delayed payment shall accrue interest at the Participantthen prevailing federal funds rate plus one percent (1%) during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule.delay.

Compliance with Section 409A of the Code. Except as provided in individual Award agreements initially or by amendment, if andPayments under this Plan are intended to the extent # any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with Participant’s employment termination constitutes “nonqualified deferred compensation” within the meaning ofbe exempt from Section 409A of the Code (“[Section 409A]”) as a short-term deferral, and # the Plan and Awards hereunder will be interpreted and administered consistent with that intent. However, notwithstanding the foregoing and anything to the contrary in this Plan, if a Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case“specified employee” as determined by the Company in accordance with its procedures, by which determinations the Participant (through accepting the Award) agrees that the Participant is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation from service” (as determined under Section 409A of the Code) (the “New Payment Date”), except aspursuant to Section 409A of the Code may then permit. The aggregateas of any payments that otherwise would have been paid to the Participant during the period between the date of separationhis or her “separation from serviceservice” (within the meaning of Final Treasury Regulation 1.409A-1(h)) and if any Award or payment, settlement of an Award or benefit provided hereunder or otherwise both # constitutes a “deferral of compensation” within the New Payment Datemeaning of [Section 409A] and # cannot be paid or provided in the manner otherwise provided without subjecting the Participant to “additional tax,” interest or penalties under Section 409A, then any such Award or payment, settlement or benefit that is payable or that would be settled during the first six months following a Participant’s “separation from service” shall be paid or provided to such Participant on the Participantfirst regular payroll date of the seventh calendar month following the month in which the Participant’s “separation from service” occurs or, if earlier, at the Participant’s death. In addition, any payment or benefit due upon a lump sum on such New Payment Date, and any remaining payments willtermination of a Participant’s employment that represents a “deferral of compensation” within the meaning of [Section 409A] shall only be paid on their original schedule.or provided to such Participant upon a “separation from service”. For the purposes of this Plan, each Award made pursuant hereto shall be deemed to be a separate payment.

Compliance with Section 409ANotwithstanding the foregoing or any other provision of the Code. Except as provided in individualthis Award agreements initially or by amendment, if and to the extent # any portioncontrary, if at the time of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with Participant’Participant's employment termination constitutes “nonqualified deferred compensation” within“separation from service” (within the meaning of Code Section 409A of the Code and #409A), the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by"Specified Employee," then the Company will defer the payment of any nonqualified deferred compensation subject to Code Section 409A payable upon separation from service (without any reduction in accordance with its procedures, by which determinationssuch payments or benefits ultimately paid or provided to the Participant (through acceptingParticipant) until the Award) agrees that the Participant is bound, such portion of the payment, compensation or other benefit shall not be paid before the daydate that is six (6) months plus one day afterfollowing separation from service or, if earlier, the earliest other date of “separation from service” (as determinedas is permitted under Code Section 409A of the Code) (the “New Payment Date”), except as Section 409A of the Code may then permit. The aggregate of(and any paymentsamounts that otherwise would have been paid to the Participant during thethis deferral period between the date of separation from service and the New Payment Date shallwill be paid to the Participant in a lump sum on the day after the expiration of the six (6) month period or such New Payment Date, and any remaining paymentsshorter period, if applicable). A Participant will be paida "Specified Employee" for purposes of this Award if, on their original schedule.the date of the Participant's separation from service, the Participant is an individual who is, under the method of determination adopted by the Company designated as, or within the category of employees deemed to be, a "Specified Employee" within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a "Specified Employee" and the application of and effects of the change in such determination.