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.

With regard to any provision herein that provides for reimbursement of costs and expenses of 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 your taxable year following the taxable year in which the expense 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 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, # 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 Executive’s taxable year following the taxable year in which the expense occurred.

With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code 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, 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 the Executive’s taxable year following the taxable year in which the expense occurred.

exempt from [Section 409A], the following rules shall apply: # the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to be provided in any other taxable year, # in the case of any reimbursements of eligible expenses, reimbursement shall be made on or before the last day of 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.

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.

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.

If any severance or other payments that are required by the Agreement are to be paid in a series of installment payments, each individual payment in the series shall be considered a separate payment for purposes of [Section 409A]. To the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.