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.

for purposes of [Section 409A], Executive’s right to receive installment payments shall be treated as a right to receive a series of separate and distinct payments; and # 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 31st 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.

Separation from Service, Installments and Reimbursements. Notwithstanding any provision to the contrary in this Agreement: # no amount that constitutes “deferred compensation” under Section 409A shall be payable pursuant to Section 6 unless the termination of Executive’s employment constitutes a “separation from service” within the meaning of [Section 1.409A-1(h)])] of the Department of Treasury Regulations (“Separation from Service”); # for purposes of [Section 409A], Executive’s right to receive installment payments shall be treated as a right to receive a series of separate and distinct payments; and # 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 31st 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.

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.

[Section 409A]. To the extent that any reimbursements under this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to you shall be paid to you 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, and your right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

Notwithstanding any provision of this Agreement to the contrary, if Employee is a “specified employee” as defined in Section 409A, and if any payments hereunder are considered deferred compensation subject to Section 409A, Employee will not be entitled to any such payments in connection with the termination of his employment until the date which is six months and one day after the Termination Date (or, if earlier, the date of Employee’s death) and any payment otherwise due in such period will be made within the 30 day period following the six month anniversary of the Termination Date (or, if earlier, the date of Employee’s death). Each installment amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of [Section 409A]. The provisions of this paragraph will only apply if, and to the extent, required to comply with Section 409A. For purposes of [Section 409A], each payment made under this letter is designated as a “separate payment” within the meaning of [Section 409A]. Payments made with respect to reimbursements of expenses shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that the reimbursement be made on or before the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year.