The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “[Section 409A]”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. For purposes of [Section 409A], your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “[Section 409A]”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. For purposes of [Section 409A], your right to receive any installment payments pursuant to this Letter Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Letter Agreement specifies a payment period with reference to a number of days (e.g., “payment"payment shall be made within thirty (30) days following the date of termination”termination"), the actual date of payment within the specified period shall be within the sole discretion of the Company.

The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “[Section 409A]”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. For purposes of [Section 409A], yourCode Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30)“within sixty (60) days following the date of termination”termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.”

[Section 409A]. The intent of the partiesParties is that payments and benefits under this Agreement comply withwith, or beare exempt fromfrom, Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (collectively, “[of 1986, as amended (“[Section 409A]”) and,, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shallwill be interpreted and administered to be exempt therewith and the remainder to be interpreted and administered to be in compliance therewiththerewith. Each amount to be paid or exempt therefrom. Forbenefit to be provided under this Agreement shall be construed as a separate payment for purposes of [Section 409A], your right. Notwithstanding anything contained herein to receivethe contrary, you will not be considered to have terminated employment for purposes of any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifiesthat are subject to Section 409A until you have incurred a payment“separation from service” within the meaning of [Section 409A]. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid an accelerated or additional tax under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided to you during the six-month period with reference to a number of days (e.g., “paymentimmediately following your separation from service shall instead be made within thirty (30) days followingpaid on the first business day after the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.that is six months following your separation from service (or, if earlier, upon your death).

The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “[(“[Section 409A]”) and,, 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 therewiththerewith. Each amount to be paid or exempt therefrom. Forbenefit to be provided under this Agreement shall be construed as a separate and distinct payment for purposes of [Section 409A], your right. Without limiting the foregoing and notwithstanding anything contained herein to receive any installment payments pursuantthe contrary, to this Agreement shall be treated as a rightthe extent required to receive a series of separate and distinct payments. Whenever a paymentavoid accelerated taxation and/or tax penalties under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.Section 409A:

The intentFor purposes of applying the parties is that payments and benefits under this Agreement comply with or be exempt fromprovisions of Code Section 409A ofto this Agreement, each separately identified amount to which the Code and the regulations and guidance promulgated thereunder (collectively, “[Section 409A]”) and, accordingly, to the maximum extent permitted,Employee is entitled under this Agreement shall be interpretedtreated as a separate payment. In addition, to be in compliance therewith or exempt therefrom. For purposesthe extent permissible under Code Section 409A, any series of [Section 409A], your right to receive any installment payments pursuant tounder this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”),days, the actual date of payment within the specified period shall be within the sole discretion of the Company.Company or the Partnership, as the case may be.

The intentCode Section 409A Compliance. It is intended that this Agreement shall comply with the provisions of Section 409A of the parties is that paymentsInternal Revenue Code of 1986, as amended, and benefits under this Agreement comply withthe regulations and other guidance promulgated thereunder (“Code Section 409A”), or be exempt from the application of Code Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “[Section 409A]”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom.409A. For purposes of [Section 409A], yourCode Section 409A, the right to receive anya series of installment payments pursuant to this Agreementhereunder shall be treated as a right to receive a series of separate and distinct payments. Whenever aIn no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. Notwithstanding any provision in this Agreement specifies a payment period with reference to a numberthe contrary, any references to termination of days (e.g., “paymentemployment or Termination Date shall be made within thirty (30) days followingmean and refer to “separation from service” and the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.such “separation from service” as that term is defined in Code Section 409A.

The intent of the parties[Section 409A]. This Agreement is that payments and benefits under this Agreement comply withintended to meet, or be exempt from Section 409Afrom, the requirements of the Code[Section 409A], with respect to amounts subject thereto, and the regulations and guidance promulgated thereunder (collectively, “[Section 409A]”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the amounts eligible for reimbursement in compliance therewithany other calendar year, to the extent subject to the requirements of Section 409A, and no such right to reimbursement or exempt therefrom.right to in-kind benefits shall be subject to liquidation or exchange for any other benefit. For purposes of [Section 409A], your right to receive anyeach payment in a series of installment payments pursuant toprovided under this Agreement shall be treated as a rightseparate payment. Any payments to receive a series of separate and distinct payments. Whenever a paymentbe made under this Agreement specifiesupon a payment period with reference to a numbertermination of days (e.g., “paymentemployment shall only be made within thirty (30) days followingupon a “separation from service” under Section 409A. Notwithstanding the dateforegoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A or any exemption therefrom, and in no event shall the Company be liable for all or any portion of termination”), the actual dateany taxes, penalties, interest or other expenses that may be incurred by Executive on account of payment within the specified period shall be within the sole discretion of the Company.non-compliance with Section 409A.

The intentCode Section 409A. It is intended that all of the parties is that payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections l.409A-l(b)(4), 1.409A-l(b)(5) and benefits underl.409A-l(b)(9), and this Agreement comply with orwill be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “[Section 409A]”) and, accordingly,construed to the maximumgreatest extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom.possible as consistent with those provisions. For purposes of [Section 409A]Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), yourthe Employee's right to receive any installment payments pursuant tounder this Agreement shall(whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payments. Wheneverpayment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of separation from service to be a payment"specified employee" for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments set f011h herein and/or under this Agreement specifiesany other agreement with the Company are deemed to be "deferred compensation", then to the extent delayed commencement of any portion of such payments is required in order to avoid a paymentprohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest of # the expiration of the six-month period with reference to a number of days (e.g., “payment shall be made within thirty (30) days followingmeasured from the Termination Date, # the date of termination”), the actualEmployee's death or # such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 19 will be paid in a lump sum to the Employee, and any remaining Payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so defe1Ted. Notwithstanding any other provision herein to the contrary, in the event of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, or the payment within the specified period shallof increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend all payments and benefits hereunder to be within the sole discretion of the Company.in compliance with Code Section 409A.

The intent of the parties[Section 409A]. This Agreement is that payments and benefits under this Agreement comply withintended to meet, or be exempt fromfrom, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “[Section 409A]”) and, accordingly,, with respect to the maximum extent permitted, this Agreementamounts subject thereto, and shall be interpreted and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the amounts eligible for reimbursement in compliance therewithany other calendar year, to the extent subject to the requirements of Section 409A, and no such right to reimbursement or exempt therefrom.right to in-kind benefits shall be subject to liquidation or exchange for any other benefit. For purposes of [Section 409A], your right to receive anyeach payment in a series of installment payments pursuant toprovided under this Agreement shall be treated as a rightseparate payment. Any payments to receive a series of separate and distinct payments. Whenever a paymentbe made under this Agreement specifiesupon a payment period with reference to a numbertermination of days (e.g., “paymentemployment shall only be made within thirty (30) days followingupon a “separation from service” under Section 409A. Notwithstanding the dateforegoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A or any exemption therefrom, and in no event shall the Company be liable for all or any portion of termination”), the actual dateany taxes, penalties, interest or other expenses that may be incurred by Executive on account of payment within the specified period shall be within the sole discretion of the Company.non-compliance with Section 409A.