This Agreement is intended to comply with all applicable laws and regulations, including without limitation, Internal Revenue Code Section 409A, as the same may be amended from time to time (“[Section 409A]”), and shall be construed to the fullest extent possible to be so compliant. However, in the event that any term or provision of this Agreement should at any time not be in compliance with such laws and regulations, then in such event the parties hereto agree to negotiate in good faith with each other such changes hereto as may be reasonably necessary to make this Agreement compliant with such laws and regulations, without resulting in a material disadvantage to either party.

Thisprovisions of this Agreement is intendedshall be construed in a manner so as to be exempt from or to comply with all applicable laws and regulations, including without limitation,Section 409A of the Internal Revenue Code Section 409A,of 1986, as the same may be amended from time to time (“[Section 409A]”),time, and shallregulations and other interpretative guidance issued thereunder, including without limitation any regulations or other guidance that may be construed toissued after the fullest extent possible to be so compliant. However, in the event that any term or provisiondate of this Agreement should at any time not be in compliance withAgreement. To the extent required to carry out such laws and regulations, then in such event the parties hereto agree to negotiate in good faith with each other such changes hereto as may be reasonably necessary to make this Agreement compliant with such laws and regulations, without resulting in a material disadvantage to either party.intent:

ThisThe parties intend that any payments or benefits to be made under this Agreement is intended to comply with all applicable laws and regulations, including without limitation,or otherwise be exempt from Section 409A of the Internal Revenue Code of 1986 and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A, as the same may409A”) and, accordingly, this Agreement will be amended from time to time (“[Section 409A]”),administered and shall be construed to the fullest extent possible to be so compliant. However,interpreted in a manner consistent with this intent. In the event that any term or provision ofwould cause this Agreement should at any time not be in compliance with such laws and regulations, then in such eventto fail to satisfy Code Section 409A, the parties hereto agree to negotiate in good faith with each other such changes heretoto amend the Agreement so as may be reasonably necessary to make this Agreement compliant with such laws and regulations, without resulting in a material disadvantageprevent the imposition of any additional tax or interest pursuant to either party.Code Section 409A to the extent possible.

This Agreement is intended to comply with all applicable lawsSection 409A of the Code and regulations, including without limitation, Internal Revenue Code Section 409A, as the same may be amended from time to timeregulations and other guidance related thereto (“[Section 409A]”), and shall be construed and, to the fullestmaximum extent possible topermitted, this Agreement will be so compliant. However,interpreted in the event thataccordance with such intention. Notwithstanding any term orother provision of this Agreement should atto the contrary, the Company makes no representation that the Plan or any time not be in compliance with such laws and regulations, then in such event the parties hereto agree to negotiate in good faith with each other such changes hereto as may be reasonably necessary to makeamounts payable under this Agreement compliantwill be exempt from or comply with such lawsSection 409A and regulations, without resulting in a material disadvantagemakes no undertaking to either party.preclude [Section 409A] from applying to this Agreement.

ThisSection 409A of the Internal Revenue Code. The intent of the parties is that payments under this Agreement is intended to comply with all applicable lawsor be exempt from Section 409A of the Code and regulations, including without limitation, Internal Revenue Code Section 409A, as the same may be amended from time to time (“[regulations and guidance promulgated thereunder (collectively “[Section 409A]”), and shall be construed to the fullest extent possible to be so compliant. However, in the event that any term or provision of this Agreement should at any time not be in compliance with such laws and regulations, then in such event the parties hereto agree to negotiate in good faith with each other such changes hereto as may be reasonably necessary to make this Agreement compliant with such laws and regulations, without resulting in a material disadvantage to either party..

ThisGeneral. The parties hereto acknowledge and agree that, to the extent applicable, this Agreement is intended to comply with all applicable lawsshall be interpreted in accordance with, and regulations, including without limitation,incorporate the terms and conditions required by Section 409A of the Internal Revenue Code Section 409A, as(the “Code”) and the sameDepartment of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be amended from time to time (“[Section 409A]”), and shall be construedissued after the Effective Date. Notwithstanding any provision of this Agreement to the fullest extent possible to be so compliant. However,contrary, in the event that the Company determines that any termamounts payable hereunder will be immediately taxable to the Employee under Section 409A, the Company reserves the right (without any obligation to do so or to indemnify the Employee for failure to do so) to # adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company or # take such other actions as the Company determines to be necessary or appropriate to exempt the amounts payable hereunder from [Section 409A] or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. No provision of this Agreement should atshall be interpreted or construed to transfer any time not be in complianceliability for failure to comply with such laws and regulations, then in such event the parties hereto agreerequirements of Section 409A from the Employee or any other individual to negotiate in good faith with each other such changes hereto as may be reasonably necessary to make this Agreement compliant with such laws and regulations, without resulting in a material disadvantage to either party.the Company or any of its affiliates, employees or agents.

ThisCompliance with Section 409A of the Code. Notwithstanding any other provisions of this Agreement is intendedherein to the contrary and to the extent applicable, the Agreement shall be interpreted, construed and administered so as to comply with all applicable lawsthe provisions of Section 409A of the Code and regulations, including without limitation,any related Internal Revenue Code Section 409A, as the sameService guidance promulgated thereunder. Employee and Employer acknowledge that it may be amendednecessary to amend the Agreement, within the time period permitted by the applicable Treasury Regulations, to make changes so as to cause payments and benefits under this Agreement not to be considered “deferred compensation” for purposes of Section 409A of the Code, to cause the provisions of the Agreement to comply with the requirements of Section 409A of the Code, or a combination thereof, so as to avoid the imposition of taxes and penalties on Employee pursuant to Section 409A of the Code. Employee hereby agrees that the Company may, without any further consent from time to time (“[Section 409A]”),Employee, make any and shall be construedall such changes to the fullest extent possible to be so compliant. However, in the event that any term or provision of this Agreement should at any time not be in compliance with such laws and regulations, then in such event the parties hereto agree to negotiate in good faith with each other such changes hereto as may be reasonably necessary or appropriate to make this Agreement compliant with such lawsavoid the imposition of penalties on Employee pursuant to Section 409A of the Code, while not substantially reducing the aggregate value to Employee of the payments and regulations, without resulting in a material disadvantage to either party.benefits to, or otherwise adversely affecting the rights of, Employee under the Agreement.