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[Section 409A]. This Agreement and the payments and benefits provided hereunder are intended be exempt from the requirements of Section 409A of the Code and the Treasury regulations and interpretive guidance issued thereunder (collectively, “[Section 409A]”) and shall be construed and administered in accordance with such intent. Notwithstanding the foregoing, the 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 or any other Released Party be liable 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.

[Section 409A]. This Agreement shall be interpreted and the payments and benefitsadministered in a manner so that any amount or benefit payable hereunder shall be paid or provided hereunder are intended bein a manner that is either exempt from or compliant with the requirements of Section 409A of the Internal Revenue Code and of 1986 (“the Treasury regulations and interpretive guidance issued thereunder (collectively, “[Section 409A]Code”) and shall be construedapplicable Internal Revenue Service guidance and administered in accordance with such intent. NotwithstandingTreasury Regulations issued thereunder. Nevertheless, the foregoing,tax treatment of the makes no representations that the payments or benefits provided under thisthe Agreement are exempt fromis not warranted or guaranteed. Neither the requirements of [Section 409A] and in no eventCompany nor its directors, officers, employees or advisers shall the or any other Released Party be held liable for all or any portion of any taxes, penalties, interest, penalties or other expenses that may be incurredmonetary amounts owed by Employee on accountas a result of non-compliance withthe application of Section 409A.409A of the Code.

[Section 409A]. This Agreement and theThe Company intends that all payments and benefits provided hereunderunder this Agreement or otherwise are intended be exempt fromfrom, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and theany Treasury regulationsRegulations and interpretiveother guidance issuedpromulgated thereunder (collectively, “[(“[Section 409A]”) and shall be construed and administered in accordance with such intent. Notwithstanding the foregoing, the makes no representationsso that none of the payments or benefits providedwill be subject to the additional tax imposed under this Agreement are exempt from the requirements of [Section 409A]Section 409A, and in no event shall the or any other Released Partyambiguities herein will be liable 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.interpreted to so comply.

[Section 409A]. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided hereunder are intended be exempt from the requirements ofunder this Agreement comply with Section 409A of the Code and the Treasury regulations and interpretive guidance issued thereunder (collectively, “[Section 409A]”) and shall be construed and administered in accordance with such intent. Notwithstanding the foregoing, the 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 or any other Released PartyCompany be liable for all or any portion of any taxes, penalties, interest,interest or other expenses that may be incurred by Employeethe Participant on account of non-compliance with Section 409A.409A of the Code.

[Section 409A]. This Agreement and theis intended to provide for payments and benefits provided hereunderthat satisfy, or are intended be exempt from the requirements of Section 409A of the Code and the Treasury regulations and interpretive guidance issued thereunder (collectively, “[Section 409A]”) and shall be construed and administered in accordance with such intent. Notwithstanding the foregoing, thefrom, makes no representations that the payments or benefits provided under this Agreement are exempt from the requirements of [Section 409A], including [[Sections 409A(a)(2), (3) and in no event shall the(4)])])]])])] of orCode and current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. In furtherance of foregoing, provisions set forth below shall apply notwithstanding any other Released Party be liable 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.provision in this Agreement:

[Section 409A]. This Agreement# Effect of Code Section 409A and the paymentsother tax matters. Payments and benefits provided hereunderunder this Agreement are intended to be exempt from the requirements of Sectionunder Code section 409A of the Code (“Code Section 409A”), and all provisions of the Agreement shall be interpreted in accordance 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 issued thereunder (collectively, “[Section 409A]”) and shall be construed and administered in accordance withthereunder, including without limitation any such intent. Notwithstanding the foregoing, the 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 or any other Released Party be liable for all or any portion of any taxes, penalties, interest,regulations or other expensesguidance that may be incurred by Employee on account of non-compliance with Section 409A.issued after the date hereof.

[Section 409A]. This Agreement and the payments and benefits provided hereunder areis intended to meet, or be exempt fromfrom, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and interpretive guidance issuedpromulgated thereunder (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 administeredno 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 accordance with such intent.a series of installment payments 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 orand benefits provided under this Agreement are exempt from the requirements of [Section 409A]comply with Section 409A or any exemption therefrom, and in no event shall the or any other Released PartyCompany be liable for all or any portion of any taxes, penalties, interest,interest or other expenses that may be incurred by EmployeeExecutive on account of non-compliance with Section 409A.

[Section 409A]. This Agreement and theThe payments and benefits provided hereunder are intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and interpretive guidance issuedRegulations thereunder (collectively, “[Section 409A]”), and shallwill be construedinterpreted, operated and administered in accordancea manner consistent with suchthat intent. Notwithstanding the foregoing, the 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 or any other Released Party be liable 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.

[Section 409A]. This Agreement and theis intended to provide for payments and benefits provided hereunderthat satisfy, or are intended be exempt fromfrom, the requirements of Section 409A[Sections 409A(a)]((2), [(3) and (4)])] of the CodeCode, including current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. Except for any tax amounts withheld by the Treasury regulations and interpretive guidance issued thereunder (collectively, “[Section 409A]”) and shall be construed and administered in accordance with such intent. Notwithstanding the foregoing, the makes no representations thatCorporation from the payments or benefits provided under this Agreement are exempt fromother consideration hereunder and any employment taxes required to be paid by the requirements of [Section 409A] and in no eventCorporation, the Employee shall the or any other Released Party be liableresponsible for all or any portionpayment of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non-complianceand all taxes owed in connection with Section 409A.the consideration provided for in this Agreement.

[Section 409A]. This Agreement and the payments and benefits provided hereunder areis intended to meet, or be exempt fromfrom, the requirements of [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 of the Code409A, and the Treasury regulations and interpretive guidance issued thereunder (collectively, “[Section 409A]”) andno such right to reimbursement or right to in-kind benefits shall be construed and administeredsubject to liquidation or exchange for any other benefit. For purposes of [Section 409A], each payment in accordance with such intent.a series of installment payments 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 orand benefits provided under this Agreement are exempt from the requirements of [Section 409A]comply with Section 409A or any exemption therefrom, and in no event shall the or any other Released PartyCompany be liable for all or any portion of any taxes, penalties, interest,interest or other expenses that may be incurred by EmployeeExecutive on account of non-compliance with Section 409A.

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