Loss of Deduction. In the event the Board determines that the Company’s Federal income tax deduction for benefits hereunder would not be permitted due to the application of Code [Section 162(m)], the Administrator may delay the date on which payment of such benefits would otherwise be made or commence, provided that the payment is made either # in the first taxable year of the Participant in which the Company reasonably anticipates (or should reasonably anticipate) that the Federal income tax deduction of such payment would not be barred by application of Code [Section 162(m) or (ii)])] during the period beginning with the date of the Participant's Separation from Service and ending on the later of the last day of the taxable year of the Company in which the Participant's Separation from Service occurred or, if later the 15th day of the third month following the Participant's Separation from Service. In the case of a Specified Employee, however, the period described in [clause (ii)] of the immediately preceding sentence shall instead be measured from the first day of the seventh (7th) month following such Participant's Separation from Service to the last day of the taxable year of the Company in which such date occurred or, if later, the 15th day of the third month following such date.

It is not required under the law of its jurisdiction of incorporation or establishment, any jurisdiction in which it carries on business or any jurisdiction in which it is tax resident to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

Deduction or Withholding of Tax. The payments and royalties payable by Reata to [[AbbVie:Organization]] pursuant to this Agreement (each, a “Payment”) shall not be reduced on account of any taxes unless required by Applicable Laws. Reata shall deduct or withhold from the Payments any taxes that it is required by Applicable Laws to deduct or withhold on [[AbbVie:Organization]]’s behalf. If any Payment is subject to a deduction or withholding of tax, [[AbbVie:Organization]] and Reata shall use commercially reasonable efforts to perform all acts (including by executing all appropriate documents) so as to enable [[AbbVie:Organization]] to take advantage of any applicable double taxation agreement or treaty. In the event there is no applicable double taxation agreement or treaty, or if an applicable double taxation agreement or treaty reduces but does not eliminate such tax, Reata shall pay the applicable tax to the appropriate Governmental Authority, shall deduct the amount paid from the amount due [[AbbVie:Organization]], and shall provide to [[AbbVie:Organization]] evidence of such payment within ten (10) days following such payment. If Reata has not received evidence, in a form reasonably satisfactory to Reata, at least fifteen (15) days prior to the time that a Payment is due, of [[AbbVie:Organization]]’s entitlement under an applicable treaty to a reduced rate or elimination of the applicable tax, Reata may withhold with respect to such Payment as if no double taxation agreement or treaty applied.

Deduction Changes. Except as may be determined by the Administrator in advance of an Offering, a Participant may not increase or decrease his or her payroll deduction during any Offering, but may increase or decrease his or her payroll deduction with respect to the next Offering (subject to the limitations of Section 5) by filing a new enrollment form at least 15 business days before the next Offering Date (or by such other deadline as shall be established by the Administrator for the Offering). The Administrator may, in advance of any Offering, establish rules permitting a Participant to increase, decrease or terminate his or her payroll deduction during an Offering.

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA

Each Finance Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Finance Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Finance Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another party (or that there is any change in the rate or the basis of such FATCA Deduction) shall provide prompt notification to that party and the Bank.

An employee may decrease or increase such employee’s payroll deduction by filing either a new written or electronic payroll deduction authorization form. Any such change will only be effective for the immediately succeeding Offering Period; provided that an employee may elect to decrease their payroll deduction no more than one time effective during the Offering Period then outstanding. Notwithstanding the immediately preceding sentence, the Committee may, at its discretion, provide that changes to payroll deductions will be effective during the Offering Period then outstanding. Any employee may discontinue his payroll deductions at any time by filing either a new written or electronic payroll deduction authorization form. If an employee elects to discontinue his payroll deductions during an Offering Period, but does not elect to withdraw such employee’s funds pursuant to Section 10 hereof, funds deducted prior to such employee’s election to discontinue will be applied to the purchase of Shares on the Exercise Date (as defined below).

It is not required under the law applicable where it is incorporated or resident or at the address specified in this Agreement to make any Tax Deduction from any payment it may make under any Finance Document.

Disallowance of Deduction. To the extent that a federal income tax deduction is disallowed, in whole or in part, for any contribution made by an Employer, or such contribution is otherwise nondeductible and recovery thereof is permitted, the Trustee shall refund to the Employer the amount so disallowed within one year of the date of such disallowance or as otherwise permitted by applicable administrative rules.

It is not required to make any Tax Deduction (as defined in Clause 14.1 (Definitions)) from any payment it may make under any Finance Document to a Lender which is: