All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year.year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one (1) taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year.year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

AllNotwithstanding anything to the contrary in this Agreement, in-kind benefits provided and expenses eligible for reimbursementreimbursements provided under this Agreement during any tax year of Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of Executive and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be provided by the Company or incurred by themade to Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable,practicable following such submission, but in no event shall any reimbursement be paid afterlater than the last day of theExecutive’s taxable year following the taxable year in which the expense was incurred. The amountIn no event shall Executive be entitled to any reimbursement payments after the last day of Executive’s taxable year following the taxable year in which the expense was incurred. This section shall only apply to in-kind benefits provided or reimbursable expenses incurredand reimbursements that would result in one taxable year shall not affect the in-kind benefitscompensation income to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.Executive.

All in-kind benefits provided and expensesAny reimbursements by Company to Executive of any eligible for reimbursementexpenses under this Agreement that are not excludable from Executive’s income for Federal income tax purposes (the “Taxable Reimbursements”) shall be providedmade by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid afterlater than the last day of theExecutive’s taxable year immediately following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affectany Taxable Reimbursements, and the value of any in-kind benefits to be provided orto Executive, during any taxable year of Executive shall not affect the expenses eligible for reimbursementreimbursement, or in-kind benefits to be provided, in any other taxable year. Suchyear of Executive. The right to reimbursementTaxable Reimbursement, or in-kind benefits isbenefits, shall not be subject to liquidation or exchange for another benefit.

Payments for Reimbursements, and In-Kind Benefits. All in-kind benefits providedreimbursements for costs and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid afterlater than the last dayend of the taxablecalendar year following the taxablecalendar year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefitsExecutive incurs such expense. With regard to be provided or the expenses eligibleany provision herein that provides for reimbursement in any other taxable year. Suchof costs and expenses or in-kind benefits, except as permitted by [Section 409A], # the right to reimbursement or in-kind benefits isshall not be subject to liquidation or exchange for another benefit.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.

AllNotwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided andpursuant to this Agreement shall be subject to the following conditions: # the expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement or in-kind benefits in any other taxable year. Suchyear; # the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to the Company’s applicable policies, but in no event 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 isshall not be subject to liquidation or exchange for another benefit.

AllWith respect to any reimbursement of expenses of, or any provision of in-kind benefits provided andto, Employee, 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 under this Agreement shall be provided byor the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year. Suchyear, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the 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 isshall not be subject to liquidation or exchange for another benefit.

Payments for Reimbursements, In-Kind Benefits. All in-kind benefits providedreimbursements for costs and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid afterlater than the last dayend of the taxablecalendar year following the taxablecalendar year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefitsExecutive incurs such expense. With regard to be provided or the expenses eligibleany provision herein that provides for reimbursement in any other taxable year. Suchof costs and expenses or in-kind benefits, except as permitted by [Section 409A], # the right to reimbursement or in-kind benefits isshall not be subject to liquidation or exchange for another benefit.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.

AllConditions of Reimbursement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits provided andto, 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 under this Agreement shall be provided byor the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-in‑kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year. Suchyear, 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-in‑kind benefits isshall not be subject to liquidation or exchange for another benefit.