Additional Limitations on Reimbursements and In-Kind Benefits The reimbursement of expenses or in-kind benefits provided under any section of this Agreement that are taxable benefits (and that are not disability pay or death benefit plans within the meaning of Section 409A of the Code) are intended to comply, to the maximum extent possible, with the exception to [Section 409A] set forth in [Section 1409A-1(b)(9)(v)])] of the Treasury Regulations To the extent that any reimbursement of expenses or in-kind benefits provided under any section of this Agreement either do not qualify for that exception, or are provided beyond the applicable time periods set forth in [Section 1409A-1(b)(9)(v)])] of the Treasury Regulations, then they will be subject to the following additional rules: # any reimbursement of eligible expenses will be paid within 30 days following Employee’s written request for reimbursement; provided that Employee provides written notice no later than 60 days before the last day of the calendar year following the calendar year in which the expense was incurred so that ​ can make the reimbursement within the time periods required by [Section 409A]; # the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year will not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and # the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for any other benefit.

Additional Limitations on Reimbursements and In-Kind Benefits The reimbursement of expenses or in-kind benefits provided under any section of this Agreement that are taxable benefits (and that are not disability pay or death benefit plans within the meaning ofsubject to Section 409A of the Code)Internal Revenue Code are intended to comply,subject to the maximum extent possible, withfollowing restrictions: # the exception to [Section 409A] set forth in [Section 1409A-1(b)(9)(v)])]amount of the Treasury Regulations To the extent that any reimbursement of expenses eligible for reimbursements, or in-kind benefits provided, to Employee during a calendar year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided underin any section of this Agreement either do not qualify for that exception, or are provided beyond the applicable time periods set forth in [Section 1409A-1(b)(9)(v)])] of the Treasury Regulations, then they will be subject to the following additional rules:other calendar year, and # any reimbursement of an eligible expenses willexpense shall be paid within 30 days following Employee’s written request for reimbursement; provided that Employee provides written noticemade as soon as practicable, but in no event later than 60 days before the last day of the calendar year following the calendar year in which the expense was incurred so that ​ can make the reimbursement within the time periods required by [Section 409A]; # the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year will not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and # the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for any other benefit.incurred.

Additional Limitations on ReimbursementsNotwithstanding anything to the contrary in this Agreement, all reimbursements and In-Kind Benefits The reimbursement of expenses or in-kind benefits provided under any section of this Agreement that are taxable benefits (and that are not disability pay or death benefit plans withinsubject to Section 409A of the meaningCode shall be made in accordance with the requirements of Section 409A of the Code) are intended to comply, toCode, including, where applicable, the maximum extent possible, with the exception to [Section 409A] set forth in [Section 1409A-1(b)(9)(v)])] of the Treasury Regulations To the extentrequirement that any reimbursement of expenses or in-kind benefits provided under any section of this Agreement either do not qualify for that exception, or are provided beyond the applicable time periods set forth in [Section 1409A-1(b)(9)(v)])] of the Treasury Regulations, then they will be subject to the following additional rules: # any reimbursement of eligibleis for expenses will be paid within 30 days followingincurred during the Employee’s written request for reimbursement; provided that Employee provides written notice no later than 60 days before the last daylifetime (or during a shorter period of the calendar year following the calendar yeartime specified in which the expense was incurred so that ​ can make the reimbursement within the time periods required by [Section 409A]this Agreement); # the amount of expenses eligible for reimbursement, or in-kind benefits provided, during anya calendar year willmay not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, duringin 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 willis not be subject to liquidation or exchange for any otheranother benefit.

Additional Limitations on Reimbursements and In-Kind Benefits TheReimbursements. 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 under any section of this Agreement that are taxable benefits (and that are not disability pay or death benefit plans withinprovided, during each calendar year cannot affect the meaning of Section 409A of the Code) are intended to comply, to the maximum extent possible, with the exception to [Section 409A] set forth in [Section 1409A-1(b)(9)(v)])] of the Treasury Regulations To the extent that any reimbursement of expenses eligible for reimbursement, or in-kind benefits provided underto be provided, in any section of this Agreement either do not qualify for that exception, or are provided beyond the applicable time periods set forth in [Section 1409A-1(b)(9)(v)])] of the Treasury Regulations, then they will be subject to the following additional rules:other calendar year; # any reimbursement of an eligible expenses willexpense shall be paid within 30 days following Employee’s written request for reimbursement; provided thatto Employee provides written notice no later than 60 dayson or before the last day of the calendar year following the calendar year in which the expense was incurred so that ​ can make the reimbursement within the time periods required by [Section 409A];incurred; and # the amount of expenses eligible for reimbursement,any right to reimbursements or in-kind benefits provided, during any calendar year will not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and # the right to reimbursement or in-kind benefits willunder this Agreement shall not be subject to liquidation or exchange for any otheranother benefit.

Additional Limitations on Reimbursements and In-Kind Benefits The reimbursement of expensesAny reimbursements or in-kind benefits provided under any section of this Agreement that are taxable benefits (and that are not disability paythe plan shall be made or death benefit plans withinprovided in accordance with the meaningrequirements of Section 409A of409A, including, where applicable, the Code) are intended to comply, to the maximum extent possible, with the exception to [Section 409A] set forth in [Section 1409A-1(b)(9)(v)])] of the Treasury Regulations To the extentrequirement that any reimbursement of expenses or in-kind benefits provided under any section of this Agreement either do not qualify for that exception, or are provided beyond the applicable time periods set forth in [Section 1409A-1(b)(9)(v)])] of the Treasury Regulations, then they will be subject to the following additional rules: # any reimbursement is for expenses incurred during the period of eligible expenses will be paid within 30 days following Employee’s written request for reimbursement; provided that Employee provides written notice no later than 60 days beforetime specified in the last day of the calendar year following the calendar year in which the expense was incurred so that ​ can make the reimbursement within the time periods required by [Section 409A];Agreement, # the amount of expenses eligible for reimbursement, or in-kind benefits provided, during anya calendar year willmay not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, duringin any other calendar year;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 willis not be subject to liquidation or exchange for any otheranother benefit.

Additional Limitations on ReimbursementsPayments for Reimbursements, In-Kind Benefits. All reimbursements for costs and In-Kind Benefits The reimbursement of expenses or in-kind benefits provided under any section of this Agreement that are taxable benefits (and that are not disability pay or death benefit plans within the meaning of Section 409A of the Code) are intended to comply, to the maximum extent possible, with the exception to [Section 409A] set forth in [Section 1409A-1(b)(9)(v)])] of the Treasury Regulations To the extent that any reimbursement of expenses or in-kind benefits provided under any section of this Agreement either do not qualify for that exception, or are provided beyond the applicable time periods set forth in [Section 1409A-1(b)(9)(v)])] of the Treasury Regulations, then they will be subject to the following additional rules: # any reimbursement of eligible expenses willshall be paid within 30 days following Employee’s written request for reimbursement; provided that Employee provides written noticein no event later than 60 days before the last dayend of the calendar year following the calendar year in which the expense was incurred soExecutive incurs such expense. With regard to any provision herein that ​ can make theprovides for reimbursement within the time periods requiredof costs and expenses or in-kind benefits, except as permitted by [Section 409A]; # the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year will not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and, # the right to reimbursement or in-kind benefits willshall 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 benefit.taxable year; provided, however, that the [foregoing clause (B)] shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

Additional Limitations onSection # Reimbursements andor In-Kind Benefits The reimbursement of expensesBenefits. Any reimbursements or in-kind benefits provided under any section of this AgreementPlan that are taxable benefits (and that are not disability paysubject to Code § 409A shall be made or death benefit plans within the meaning of Section 409A of the Code) are intended to comply, to the maximum extent possible,provided in accordance with the exception to [Section 409A] set forth in [Section 1409A-1(b)(9)(v)])]requirements of Code § 409A, including, where applicable, the Treasury Regulations To the extentrequirement that any reimbursement of expenses or in-kind benefits provided under any section of this Agreement either do not qualify for that exception, or are provided beyond the applicable time periods set forth in [Section 1409A-1(b)(9)(v)])] of the Treasury Regulations, then they will be subject to the following additional rules: # any reimbursement is for expenses incurred during the period of eligible expenses will be paid within 30 days following Employee’s written request for reimbursement; provided that Employee provides written notice no later than 60 days beforetime specified in the last day of the calendar year following the calendar year in which the expense was incurred so that ​ can make the reimbursement within the time periods required by [Section 409A];Plan, # the amount of expenses eligible for reimbursement, or in-kind benefits provided, during anya calendar year willmay not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, duringin any other calendar year;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 willis not be subject to liquidation or exchange for any otheranother benefit.

Additional Limitations onSection # Reimbursements andor In-Kind Benefits The reimbursement of expensesBenefits. Any reimbursements or in-kind benefits provided under any section of this AgreementPlan that are taxable benefits (and that are not disability paysubject to Code § 409A shall be made or death benefit plans within the meaning of Section 409A of the Code) are intended to comply, to the maximum extent possible,provided in accordance with the exception to [Section 409A] set forth in [Section 1409A-1(b)(9)(v)])]requirements of Code § 409A, including, where applicable, the Treasury Regulations To the extentrequirement that any reimbursement of expenses or in-kind benefits provided under any section of this Agreement either do not qualify for that exception, or are provided beyond the applicable time periods set forth in [Section 1409A-1(b)(9)(v)])] of the Treasury Regulations, then they will be subject to the following additional rules: # any reimbursement is for expenses incurred during the period of eligible expenses will be paid within 30 days following Employee’s written request for reimbursement; provided that Employee provides written notice no later than 60 days beforetime specified in the last day of the calendar year following the calendar year in which the expense was incurred so that ​ can make the reimbursement within the time periods required by [Section 409A];Plan, # the amount of expenses eligible for reimbursement, or in-kind benefits provided, during anya calendar year willmay not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, duringin any other calendar year;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 willis not be subject to liquidation or exchange for any otheranother benefit.

Additional Limitations on ReimbursementsAll reimbursements and In-Kind Benefits The reimbursement of expenses or in-kind benefits provided under any section of this Agreement that are taxable benefits (and that are not disability payshall be made or death benefit plans withinprovided in accordance with the meaningrequirements of Sectionsection 409A of the Code) are intended to comply, toCode, including, where applicable, the maximum extent possible, with the exception to [Section 409A] set forth in [Section 1409A-1(b)(9)(v)])] of the Treasury Regulations To the extentrequirement that any reimbursement of expenses or in-kind benefits provided under any section of this Agreement either do not qualify for that exception, or are provided beyond the applicable time periods set forth in [Section 1409A-1(b)(9)(v)])] of the Treasury Regulations, then they will be subject to the following additional rules: # 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 willeligible for reimbursement, or in kind benefits to be paid within 30 days following Employee’s written request for reimbursement; provided that Employee provides written notice no later than 60 daysprovided, 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 calendar year in which the expense wasis incurred so that ​ can make the reimbursement within the time periods required by [Section 409A]; # the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year will not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and # the right to reimbursement or in-in kind benefits willis not be subject to liquidation or exchange for any otheranother benefit.

Additional Limitations on ReimbursementsPayments for Reimbursements, and In-Kind Benefits The reimbursement ofBenefits. All reimbursements for costs and expenses or in-kind benefits provided under any section of this Agreement that are taxable benefits (and that are not disability pay or death benefit plans within the meaning of Section 409A of the Code) are intended to comply, to the maximum extent possible, with the exception to [Section 409A] set forth in [Section 1409A-1(b)(9)(v)])] of the Treasury Regulations To the extent that any reimbursement of expenses or in-kind benefits provided under any section of this Agreement either do not qualify for that exception, or are provided beyond the applicable time periods set forth in [Section 1409A-1(b)(9)(v)])] of the Treasury Regulations, then they will be subject to the following additional rules: # any reimbursement of eligible expenses willshall be paid within 30 days following Employee’s written request for reimbursement; provided that Employee provides written noticein no event later than 60 days before the last dayend of the calendar year following the calendar year in which the expense was incurred soExecutive incurs such expense. With regard to any provision herein that ​ can make theprovides for reimbursement within the time periods requiredof costs and expenses or in-kind benefits, except as permitted by [Section 409A]; # the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year will not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and, # the right to reimbursement or in-kind benefits willshall 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 benefit.taxable year.