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 [[Company:Organization]] 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.

All payments made pursuant to this Agreement shall be subject to withholding of applicable federal, state and local income and employment taxes. In addition, this Agreement has been drafted with the intent that it be compliant with Section 409A of the Internal Revenue Code, and the parties agree that it shall be interpreted to the maximum extent possible consistent with that intent. 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 constitute nonqualified deferred compensation: # all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred, # any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another 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 receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate 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 be made before the date that is 6 months after the Executive’s separation from service; any payments of deferred compensation that would otherwise have been payable during such six month period will be suspended and paid on the first payment date following the expiration of the 6 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 cost of any and all such penalties, taxes and interest.

[Section 409A]. The parties intend that any amounts payable hereunder comply with or are exempt from Section 409A of the 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). Notwithstanding any provision of this Agreement to the contrary, if the Employee is a “specified employee” within the meaning of [Section 409A], any amounts under this Agreement that are “deferred compensation” within the meaning of [Section 409A] shall not be made before the date that is six (6) months after the date of the Termination of Employment, or if earlier, his date of death. On the first business day following the expiration of the applicable [Section 409A] six (6) month period, all payments deferred pursuant to the preceding sentence shall be paid to the Employee in a lump sum and all remaining payments due Employee pursuant to this Agreement shall be paid as otherwise provided herein. For purposes of [Section 409A], each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of [Section 409A]. To the extent the Employee will be reimbursed for costs and expenses of in-kind benefits, except as otherwise permitted by [Section 409A], # the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, # the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and # such payments shall be made on or before the last day of the taxable year following the taxable year in which the 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 any or all of such taxes, penalties or interest.

General. It is intended that the payments and benefits provided under this Agreement shall either be exempt from application of, or comply with, the requirements of Section 409A of the Code and the final regulations thereunder. This Agreement shall be construed, administered, and governed in a manner that effects 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 (or his or her beneficiary) resulting from the terms or operation of this 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 provision to the contrary, if any reimbursements or in-kind benefits provided by the Corporation or the Employer pursuant to this Agreement would constitute deferred compensation that is subject to and not exempt from Section 409A of the Code, such reimbursements or in-kind benefits shall be subject to the following rules: # the amounts eligible for reimbursement, or the in-kind benefits provided, during any calendar year may not affect the expenses eligible for reimbursement, or the in-kind benefits provided, in any other calendar year; # any reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and # the Employee’s right to an in-kind benefit or reimbursement is not subject to liquidation or exchange for cash or another benefit.

Notwithstanding anything in this Agreement to the contrary, all payments to be made upon a termination of employment under this Agreement shall only be made upon a “separation from service” within the meaning of Section 409A of the Internal Revenue Code (the “Code”). To the maximum extent permitted under Section 409A of the 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 expense, reimbursement or in-kind benefit provided pursuant to this Agreement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code and its implementing regulations and guidance, # the expenses eligible for reimbursement or in-kind benefits provided to the Executive must be incurred during the Employment Period (or applicable survival period), # the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible 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 shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and # the right to payment or reimbursement or 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 commence until the date which is six (6) months after the date of separation from service, and any previously scheduled payments shall be made in a lump sum (without interest) on that date.

[Section 409A]. The Agreement shall be interpreted and operated to reflect the intent of the parties that all provisions of the Agreement shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and any regulations thereunder ("[Section 409A]"). The Company Group shall not have any liability or obligation to you with respect to any taxes that may become payable by you pursuant to 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 under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 409A, payment of such amounts shall be delayed as required by [Section 409A], and the accumulated amounts shall be paid in a lump sum payment within 15 days after the end of the six-month period, or if earlier, upon your death. For all purposes under this Agreement, reference to your "termination of employment" (and corollary terms) with the Company shall be construed to refer to your "separation from service" (as defined by [Section 409A]), and any right to installment payments under this Agreement shall be treated as a right to a series of separate payments. In the event that any payment under this Agreement may be paid in two calendar years, depending on the timing of execution of a Release, such payment shall be made in the later calendar year. With regard to any provision herein that provides for reimbursement of 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, # the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and # such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred.

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 under this Agreement shall be paid in accordance with the terms of this Agreement. The parties expressly understand that the provisions of this Agreement shall be construed and interpreted to avoid the imputation of any additional tax, penalty or interest 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 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. Notwithstanding anything in this Agreement to the contrary, the Company shall not make any deductions for money or property that you owe to the Company, offset or otherwise reduce any sums that may be due or become payable to or for the account of you with respect to any arrangements other than pursuant to the terms of this Agreement, from amounts that constitute deferred compensation for purposes of [Section 409A] and except as required by law. Your right to any deferred compensation, as defined under Section 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment 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 any penalties, costs, damages, levies or taxes imposed on you pursuant to Section 409A.

[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 upon 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 shall be treated as a separate payment. Any payments to be made under this agreement upon a termination of 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 benefits provided under this agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-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 deferred compensation" within the meaning of [Section 409A] and the Executive is determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date or, if earlier, on the Executive's death (the "Specified Employee Payment Date"). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. (c)Reimbursements. To the extent required by [Section 409A], each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: # the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; # any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and # any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. (d) Tax Gross-ups. Any tax gross-up payments provided under this Agreement shall be paid to the Executive on or before December 31 of the calendar year immediately following the calendar year in which the Executive remits the related taxes.

The intent of the parties is that payments and benefits under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code of 1986, 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 be interpreted to be in compliance therewith. In no event whatsoever shall the Company or any of its 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 constitute “nonqualified deferred compensation” for purposes of Code Section 409A, # all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you, # any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another 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. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.