[Section 409A]. To the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to you shall be paid to you no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and your right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

Section 409A. The payments and benefits under the Agreement are intended to qualify for an exemption from, or to comply with, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (“[Section 409A]”) and the terms of the Agreement will be interpreted accordingly. For the avoidance of doubt, if any reimbursements payable to you are subject to the provisions of Code Section 409A: (a) to be eligible to obtain reimbursement for such expenses you must submit expense reports within 30 days after the expense is incurred, (b) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (c) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (d) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

Any reimbursements for costs and expenses under this Agreement shall be paid in no event later than the end of the calendar year following the calendar year in which you incur such expense. 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, and # the amount of expenses eligible for reimbursements 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.

All reimbursements and in kind benefits provided under this Agreement, to the extent subject to the requirements of Code section 409A, shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that # any reimbursement shall be for expenses incurred during [[Person A:Person]]’s lifetime (or during a shorter period of time specified in this 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 shall be made on or before 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. [[Person A:Person]]’s right to a series of benefits or payments under the Agreement shall be treated as a right to a series of separate payments.

All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that # any reimbursement shall be for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this 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 shall be made on or before 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 to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that # any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this 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.

All reimbursements of expenses, if any, payable to you pursuant to the provisions of this Agreement, that are taxable income to you shall be paid in no event later than the end of the calendar year following the calendar year in which you incur the expense. With regard to any provision herein that provides for reimbursement of expenses or “in-kind benefits” (as defined in Treasury Regulation Section 1.409A-1(p) (or any successor provision)), 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 of in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or the in-kind benefits to be provided in any other taxable year.

All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that # any reimbursement shall be for expenses incurred during ​’s lifetime (or during a shorter period of time specified in this 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 shall be made on or before 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.

To the extent that any payments or reimbursements provided to Employee under this Agreement are deemed to constitute compensation to Employee to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than the 75th day following the fiscal year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Employee’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. No offset by the Company shall be permitted against amounts that constitute deferred compensation subject to Code Section 409A.

Any reimbursements or in-kind benefits provided under this Plan that are subject to Code Section 409A 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 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 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.