Payments for Reimbursements, In-Kind Benefits. All 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 Executive incurs 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; 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.

Payments for Reimbursements, and In-Kind Benefits. All 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 the Executive incurs 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.

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 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.

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 Employee 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.

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.

All reimbursements and in‑kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code section 409A, including, without limitation, that [a] in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fee and expenses were incurred, [b] the amount of in‑kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in‑kind benefits that the Company is obligated to pay or provide in any other calendar year; and [c] the Executive's right to have the Company pay or provide such reimbursements and in‑kind benefits may not be liquidated or exchanged for any other 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.

Conditions of Reimbursement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, 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 Internal Revenue Code; # the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and # the right to reimbursement or in‑kind benefits shall not be subject to liquidation or exchange for another benefit.

To the extent that Executive will be reimbursed for costs and expenses or 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; provided that the [foregoing clause (ii)] shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and # such payments shall be made on or before the last day of the taxable year following the taxable year in which Executive incurred the expense.