With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits # 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 the taxable year following the taxable year in which the expense was incurred.

With regard to any provision herein that provides for reimbursement of costs and expenses orof in-kind benefitsbenefits, 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 benefitsbenefits, to be provided,provided in any other taxable year, and # such payments shall be made on or before the last day of theyour taxable year following the taxable year in which the expense was incurred.occurred.

With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefitsbenefits, 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 was incurred.occurred.

No reimbursement of costs and expenses or in-kind benefits # the rightbenefit that you are entitled to reimbursement or in-kind benefits shall notwill be subject to liquidation or exchange for another benefit, # the amountbenefit. The reimbursement of expenses eligible for reimbursement, or in-kind benefits, providedbenefits during any taxablea year shallwill not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided,provided in any other taxable year, and #any such payments shallreimbursements will be made on or beforeno later than the last dayend of the taxable year following the taxable year in which the expense wasrelevant expenses were incurred.

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-in kind benefitsbenefits, 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 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 the taxable year following the taxable year in which the expense was incurred.year.

All expenses or other reimbursements paid pursuant to [[Sections 5(b) or 5(d)])]])] hereof or otherwise hereunder that are taxable income to you shall in no event be paid later than the end of the calendar year next following the calendar year in which you incur such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefitsbenefits, 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, orof 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 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 theyour taxable year following the taxable year in which the expense was incurred.occurred.

In no event shall the reimbursements or in-kind benefits #to be provided by ​ in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall your 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 duringbenefit. In addition, in no event shall any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits tosuch reimbursements be provided, in any other taxable year, and # such payments shall be made on or beforepaid later than the last day of the taxablecalendar year following the taxablecalendar year in which the related expense was incurred.

Notwithstanding anything herein to any provision herein that provides forthe contrary, the reimbursement of costs and expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: # the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; # 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 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 the taxable year following the taxable year in which the expense was incurred.benefit.

In no event shall the reimbursements or in-kind benefits #to be provided by ​ in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall your 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 duringbenefit. In addition, in no event shall any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits tosuch reimbursements be provided, in any other taxable year, and # such payments shall be made on or beforepaid later than the last day of the taxablecalendar year following the taxablecalendar year in which the related expense was incurred.

with regard to any provision hereinin this Agreement that provides for reimbursement of costs and expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning of Treasury Regulation Section 1.409A-1(b), (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, # such reimbursements shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and # 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 the taxable year following the taxable year in which the expense was incurred.benefit.