However, it is intended that the special severance benefits described in this [Attachment 1] shall be exempt from the requirements of [Section 409A]. With regard to any provision herein that provides for reimbursement 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; # 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; and # such payments shall be made on or before the last day of you taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder.

However, it is intended that the special severance benefits described in this [Attachment 1] shall be exempt from the requirements of [Section 409A]. With regard to any provision herein that provides for reimbursement of costs and expenses orof 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;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 benefitsbenefits, to be provided,provided in any other taxable year;year, and # such payments shall be made on or before the last day of youyour taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder.occurred.

Code Section 409A Compliance. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by [Section 409A]:Code Section 409A and the regulations and guidance promulgated thereunder, # the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit;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;year, and # such payments shall be made on or before the last day of youExecutive’s taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder.occurred.

With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by [Section 409A]:Code Section 409A, # the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit;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;year, provided that the [foregoing clause (ii)] shall not be violated without regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) 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 youthe Executive’s taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder.occurred.

However, it is intended thatexempt from [Section 409A], the special severancefollowing rules shall apply: # the amount of expenses eligible for reimbursement, or in-kind benefits describedprovided, during any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to be provided in this [Attachment 1]any other taxable year, # in the case of any reimbursements of eligible expenses, reimbursement shall be exempt frommade on or before the requirementslast day of [Section 409A]. With regard to any provision herein that provides for reimbursement costs and expenses or in-kind benefits, except as permitted by [Section 409A]:your taxable year following the taxable year in which the expense was incurred, # 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 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; and # such payments shall be made on or before the last day of you taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder.benefit.

Any reimbursements for costs and expenses under this ​Agreement shall be exempt frompaid in no event later than the requirementsend of [Section 409A].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-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;benefit, and # the amount of expenses eligible for reimbursement,reimbursements or in-kind benefits,benefits provided during any taxable year shall not affect the expenses eligible for reimbursement,reimbursement or in-kind benefits to be provided,provided in any other taxable year; and # such payments shall be made on or before the last day of you taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder.year.

However, it is intendedTo the extent that the special severance benefits described in this [Attachment 1] shallExecutive will be exempt from the requirements of [Section 409A]. With regard to any provision herein that providesreimbursed for reimbursement costs and expenses or in-kind benefits, except as otherwise permitted by [Section 409A]:, # the right to reimbursement or in-kind benefits shallis not be 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 youthe taxable year following the taxable year in which Executive incurred the expense occurred, or such earlier date as required hereunder.expense.

However, it is intendedIf any severance or other payments that are required by the special severance benefits describedAgreement are to be paid in this [Attachment 1]a series of installment payments, each individual payment in the series shall be exempt from the requirementsconsidered a separate payment for purposes of [Section 409A]. With regard toTo the extent that any provision herein that provides for reimbursement costs andof expenses or in-kind benefits, except as permitted by [Section 409A]: # the right tobenefits constitutes “deferred compensation” under Section 409A, such reimbursement or in-kind benefitsbenefit shall not be subject to liquidation or exchange for another benefit; #provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxablereimbursed in one year shall not affect the expensesamount eligible for reimbursement, orreimbursement in any subsequent year. The amount of any in-kind benefits to be provided,provided in one year shall not affect the amount of in-kind benefits provided in any other taxable year; and # such payments shall be made on or before the last day of you taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder.year.