any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Code Section 409A: # the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee in any other calendar year; and # the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

any expense, reimbursement orNotwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefitbenefits provided pursuant tounder this Agreement does not constitutethat are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that # any reimbursement is for expenses incurred during the Employee’s lifetime (or during a “deferralshorter period of compensation” within the meaning of Code Section 409A:time specified in this Agreement); # the amount of expenses eligible for reimbursementreimbursement, or in-kind benefits provided to Employeeprovided, during anya calendar year willmay not affect the amount of expenses eligible for reimbursementreimbursement, or in-kind benefits provided to Employeebe provided, in any other calendar year; # the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and # the right to payment or reimbursement or in-kind benefits hereunder mayis not be liquidatedsubject to liquidation or exchangedexchange for any otheranother benefit.

with regard to any provision in this Agreement that provides for reimbursement of 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”compensation,” within the meaning of CodeTreasury Regulation Section 409A: #1.409A-1(b), (i) the amount of expenses eligible for reimbursementreimbursement, or in-kind benefits provided to Employeeprovided, during any calendar year willshall not affect the amount of expenses eligible for reimbursementreimbursement, or in-kind benefits provided to Employeebe provided, in any other calendar year;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 payment or reimbursement or in-kind benefits hereunder mayshall not be liquidatedsubject to liquidation or exchangedexchange for any otheranother benefit.

any expense, reimbursement orReimbursements and In-Kind Benefits. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefitbenefits provided pursuant tounder this Agreement does notthat constitute a “deferralnon-qualified deferred compensation subject to Section 409A of compensation” within the meaningCode shall be made in accordance with the requirements of Code Section 409A:409A of the Code, including, without limitation, that # in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; # the amount of expenses eligible for reimbursement or in-kind benefits providedthat the Company is obligated to Employee duringpay or provide in any given calendar year willshall not affect the amount of expenses eligible for reimbursement or in-kind benefits providedthat the Company is obligated to Employeepay or provide in any other calendar year; and # the Executive’s right to paymenthave the Company pay or reimbursement orprovide such reimbursements and in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.benefit; and # in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime (or if longer, through the 20th anniversary of the date first written above).

Except as otherwise expressly provided herein, to the extent any expense,expense reimbursement or in-the provision of any in kind benefit provided pursuant tounder this Agreement does(or otherwise referenced herein) is determined to be subject to (and not constitute a “deferralexempt from) Section 409A of compensation” within the meaning of Code Section 409A: #Code, the amount of any such expenses eligible for reimbursement, or the provision of any in kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in-in kind benefits provided to Employee during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefitsbe provided to Employee in any other calendar year;year, in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expenses, and # thein no event shall any right to payment or reimbursement or in-the provision of any in kind benefits hereunder may notbenefit be liquidatedsubject to liquidation or exchangedexchange for any otheranother benefit.

any expense,Reimbursements. To the extent required by [Section 409A], each reimbursement or in-kind benefit provided pursuant tounder this Agreement does not constitute a “deferral of compensation” withinshall be provided in accordance with the meaning of Code Section 409A:following: # the amount of expenses eligible for reimbursementreimbursement, or in-kind benefits provided to Employeeprovided, during anyeach calendar year will notcannot affect the amount of expenses eligible for reimbursementreimbursement, or in-kind benefits provided to Employeebe provided, in any other calendar year; # any reimbursement of an eligible expense shall be paid to Employee on or before the last day of the calendar year following the calendar year in which the expense was incurred; and # theany right to payment or reimbursementreimbursements or in-kind benefits hereunder mayunder this Agreement shall not be liquidatedsubject to liquidation or exchangedexchange for any otheranother benefit.

Code Section 409A Compliance. With regard to any expense,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 benefit provided pursuantbenefits shall not be subject to this Agreement does not constitute a “deferral of compensation” within the meaning of Code Section 409A:liquidation or exchange for another benefit, # the amount of expenses eligible for reimbursementreimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided to Employee during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Employeebe provided, in any other calendar year;taxable year, and # such payments shall be made on or before the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.last day of Executive’s taxable year following the taxable year in which the expense occurred.

any expense, reimbursementReimbursements or in-kind benefitbenefits provided pursuant tounder this Agreement does not constitute a “deferralthat are subject to Section 409A of compensation” within the meaning ofInternal Revenue Code Section 409A:are subject to the following restrictions: # the amount of expenses eligible for reimbursementreimbursements, or in-kind benefits providedprovided, to Employee during anya calendar year willshall not affect the amount of expenses eligible for reimbursement or the in-kind benefits provided to Employee in any other calendar year;year, and # reimbursement of an eligible expense shall be made as soon as practicable, but in no event later than the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.last day of the calendar year following the calendar year in which the expense was incurred.

To the extent that any expense, reimbursementreimbursement, fringe benefit or in-kind benefit provided pursuant toother similar plan or arrangement in which you participate during the term of your employment under this Agreement does not constituteor thereafter provides for a “deferral of compensation” within the meaning of Code Section 409A:409A of the Code, # the amount of expenses eligible for reimbursement or in-kind benefits provided to Employee during anypayment under such plan or arrangement in one calendar year willmay not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Employeepayment in any other calendar year;year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid); # subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must 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 payment orany such reimbursement or in-kind benefits hereunderpayment may not be liquidatedsubject to liquidation or exchangedexchange for any other benefit.another benefit, all in accordance with [Section 1.409A-3(i)(1)(iv)])] of the Treasury Regulations.

any expense, reimbursementAny reimbursements or in-kind benefitbenefits provided pursuantunder this Plan that are subject to this Agreement does not constitute a “deferral of compensation” withinCode Section 409A shall be made or provided in accordance with the meaningrequirements of Code Section 409A:409A, including, where applicable, the requirement that # any reimbursement is for expenses incurred during the period of time specified in the Plan, # the amount of expenses eligible for reimbursementreimbursement, or in-kind benefits provided to Employeeprovided, during anya calendar year willmay not affect the amount of expenses eligible for reimbursementreimbursement, or in-kind benefits provided to Employeebe provided, in any other calendar year;year, # the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and # the right to payment or reimbursement or in-kind benefits hereunder mayis not be liquidatedsubject to liquidation or exchangedexchange for any otheranother benefit.