Compliance. The intent of the parties is that payments and benefits under this Agreement be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder, and all notices, rulings and other guidance issued by the Internal Revenue Service interpreting the same (collectively, "[Section 409A]") so as to avoid the additional tax and penalty interest provisions contained therein and, accordingly, to the maximum extent permitted under Section 409A, this Agreement shall be interpreted to maintain exemption from or compliance with its requirements. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on Executive by [Section 409A] or any damages for failing to comply with Section 409A, except for

The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any Treasury Regulations and other guidance promulgated thereunder (“[Section 409A]”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

General. The intent of the Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date, (“[Section 409A]”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company shall work in good faith with Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, including, without limitation, actions intended to # exempt the compensation and benefits payable under this Agreement from [Section 409A], and/or # comply with the requirements of Section 409A; however, this Section 10(a) shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company # have any liability for failing to do so, or # incur or indemnify Executive for any taxes, interest or other liabilities arising under or by operation of [Section 409A].

The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code (“[Section 409A]”), to the extent subject thereto, or otherwise be exempt from [Section 409A], and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be exempt from or in compliance therewith. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and distinct payment for purposes of [Section 409A]. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A:

A The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith

The parties intend that any payments or benefits to be made under this Agreement comply with or otherwise be exempt from Section 409A of the Internal Revenue Code of 1986 and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, this Agreement will be administered and interpreted in a manner consistent with this intent. In the event that any provision would cause this Agreement to fail to satisfy Code Section 409A, the parties agree to negotiate in good faith to amend the Agreement so as to prevent the imposition of any additional tax or interest pursuant to Code Section 409A to the extent possible.

Section 409A of the Internal Revenue Code. The intent of the parties is that payments under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “[Section 409A]”).

[Section 409A] Compliance. It is the Parties' intent that all payments pursuant to this Agreement be exempt from, or compliant with, Section 409A of the Internal Revenue Code of 1986, as amended ("[Section 409A]"). All payments pursuant to this Agreement shall be subject to Attachment B.

SEVENTH: The payments and benefits under this Agreement are intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”) and, to the extent it would not adversely affect the Company, the Company agrees to interpret, apply, and administer this Agreement in the least restrictive manner to comply with or be exempt from such requirements without resulting in any diminution in the value of payments or benefits to the Employee. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A.

Compliance with Section 409A. This Agreement is intended to be interpreted and operated to the fullest extent possible so that the payments and benefits under this Agreement are exempt from the requirements of Section 409A of the Code (“[Section 409A]”) of the Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treas. Reg. [Section 1.409A-1(b)(4)])], the involuntary separation pay plan exception described in Treas. Reg. [Section 1.409A-1(b)(9)(iii)])], or otherwise. To the extent that [Section 409A] is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits thereunder comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions; provided, however, that in no event shall the Company or any of its Affiliates (or any of their respective successors) be liable for any additional tax, interest or penalty that may be imposed on Executive pursuant to Section 409A or for any damages incurred by Executive as a result of this Agreement (or the payments or benefits hereunder) failing to comply with, or be exempt from, [Section 409A]. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary (other than the proviso in the immediately preceding sentence):