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[Section 409A]. Notwithstanding any provision to the contrary in this Agreement, no payment shall be made and no election shall be permitted that would violate the requirements of or cause taxation under Section 409A of the Internal Revenue Code and the Treasury regulations promulgated thereunder. Further, all provisions in this Agreement shall be interpreted in a manner consistent with Section 409A and guidance related thereto.

[Section 409A]. Notwithstanding any provision to the contrary in this Agreement, no paymentThis Agreement shall be madeinterpreted and no electionadministered in a manner so that any amount or benefit payable hereunder shall be permittedpaid or provided in a manner that would violateis either exempt from or compliant with the requirements of or cause taxation under Section 409A of the Internal Revenue Code of 1986 (“the Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Nevertheless, the Treasury regulations promulgated thereunder. Further, all provisions in thistax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall be interpreted inheld liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a manner consistent withresult of the application of Section 409A and guidance related thereto.of the Code.

[Section 409A]. Notwithstanding any provision toThis Agreement and the contrary in this Agreement, no payment shallpayments and benefits provided hereunder are intended be made and no election shall be permitted that would violateexempt from the requirements of or cause taxation under Section 409A of the Internal Revenue Code and the Treasury regulations promulgated thereunder. Further, all provisionsand interpretive guidance issued thereunder (collectively, “[Section 409A]”) and shall be construed and administered in accordance with such intent. Notwithstanding the foregoing, the [[Organization A:Organization]] makes no representations that the payments or benefits provided under this Agreement are exempt from the requirements of [Section 409A] and in no event shall the [[Organization A:Organization]] or any other Released Party be interpreted in a manner consistentliable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non-compliance with Section 409A and guidance related thereto.409A.

[Section 409A]. Notwithstanding any provisionThis Agreement is intended to comply with Section 409A of the contrary in this Agreement, no paymentCode or an exemption thereunder and shall be madeconstrued and no election shall be permittedinterpreted in a manner that would violateis consistent with the requirements offor avoiding additional taxes or cause taxationpenalties under Section 409A of the Internal Revenue CodeCode. Notwithstanding the foregoing, the Company makes no representations that the payments and the Treasury regulations promulgated thereunder. Further, all provisions inbenefits provided under this Agreement shall be interpreted in a manner consistentcomply with Section 409A of the Code and guidance related thereto.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 Participant on account of non-compliance with Section 409A of the Code.

[Section 409A]. Notwithstanding any provision to the contrary inThe Company intends that all payments and benefits provided under this Agreement, no payment shall be made and no election shall be permitted that would violateAgreement or otherwise are exempt from, or comply with, the requirements of or cause taxation under Section 409A of the Internal Revenue Code of 1986, as amended, and any Treasury Regulations and other guidance promulgated thereunder (“[Section 409A]”) so that none of the Treasury regulations promulgated thereunder. Further, all provisions in this Agreement shallpayments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted in a manner consistent with Section 409A and guidance related thereto.to so comply.

[Section 409A]. NotwithstandingThe parties intend that any provisionpayments or benefits to the contrary in this Agreement, no payment shall be made and no election shallunder this Agreement comply with or otherwise be permitted that would violate the requirements of or cause taxation underexempt from Section 409A of the Internal Revenue Code of 1986 and the Treasury regulations and guidance promulgated thereunder. Further, all provisions inthereunder (collectively, “Code Section 409A”) and, accordingly, this Agreement shallwill be administered and interpreted in a manner consistent with this intent. In the event that any provision would cause this Agreement to fail to satisfy Code Section 409A, the parties agree to negotiate in good faith to amend the Agreement so as to prevent the imposition of any additional tax or interest pursuant to Code Section 409A and guidance related thereto.to the extent possible.

[Section 409A]. Notwithstanding any provisionPayments under this Agreement are intended to be exempt from Section 409A of the contraryCode, and the regulations and guidance promulgated thereunder (“[Section 409A]”). To the maximum extent permitted, this agreement shall be limited, construed and interpreted in this Agreement, noaccordance with such intent. No payment shall be made andunder this Agreement later than the deadline to be considered a short-term deferral under Treasury Regulation [section 1.409A-1(b)(4)])]. The Company shall have no election shall be permitted that would violate the requirements ofliability to you or cause taxation underotherwise if any amounts paid or payable hereunder are subject to Section 409A ofor the Internal Revenue Code and the Treasury regulations promulgatedadditional tax thereunder. Further, all provisions in this Agreement shall be interpreted in a manner consistent with Section 409A and guidance related thereto.

[Section 409A]. Notwithstanding any provision# Effect of Code Section 409A and other tax matters. Payments and benefits under this Agreement are intended to the contrary in this Agreement, no payment shall be made and no election shall be permitted that would violateexempt from the requirements of or cause taxation under SectionCode section 409A of the Internal Revenue Code (“Code Section 409A”), and the Treasury regulations promulgated thereunder. Further, all provisions in thisof the Agreement shall be interpreted in a manner consistentaccordance with the applicable exemptions. To the extent any payment or benefit is subject to Code section 409A, the Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance related thereto.issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof.

[Section 409A]. Notwithstanding any provisionGeneral. The parties hereto acknowledge and agree that, to the contrary inextent applicable, this Agreement, no paymentAgreement shall be madeinterpreted in accordance with, and no election shall be permitted that would violateincorporate the requirements of or cause taxation underterms and conditions required by Section 409A of the Internal Revenue Code (the “Code”) and the Department of Treasury regulations promulgatedand other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts 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. Further, all provisions inNo provision of this Agreement shall be interpreted in a manner consistentor construed to transfer any liability for failure to comply with the requirements of Section 409A and guidance related thereto.from the Employee or any other individual to the Company or any of its affiliates, employees or agents.

[Section 409A]. Notwithstanding any provisionThis Agreement is intended to the contrary in this Agreement, no payment shallmeet, or be made and no election shall be permitted that would violateexempt from, the requirements of or cause taxation under Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder. Further, all provisionsthereunder (collectively, “[Section 409A]”), with respect to amounts subject thereto, and shall be interpreted and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements of Section 409A, and no such right to reimbursement or right to in-kind benefits shall be subject to liquidation or exchange for any other benefit. For purposes of [Section 409A], each payment in a series of installment payments provided under this Agreement shall be interpreted intreated as a manner consistentseparate 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 or any exemption therefrom, and guidance related thereto.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 Executive on account of non-compliance with Section 409A.

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