Conditions of Reimbursement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: # the expenses eligible for reimbursement or the amount of in‑kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; # the reimbursement of an eligible expense shall be made no 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.

With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive,Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: # the expenses eligible for reimbursement or the amount of in‑in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; # the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and # the right to reimbursement or in‑in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Payments for Reimbursements, In-Kind Benefits. All reimbursements for costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefitsAgreement shall be subject to the following conditions: # the expenses eligible for reimbursement or the amount of in‑kind benefits providedpaid in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; # the reimbursement of an eligible expense shall be made no event later than the end of the calendar year afterfollowing the calendar year in which Executive incurs such expense was incurred;expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by [Section 409A], # the right to reimbursement or in‑in-kind benefits shall not be subject to liquidation or exchange for another benefit.benefit, and # the amount of expenses eligible for reimbursements 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, however, that the [foregoing [clause (B)]] shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

Payments for Reimbursements, and In-Kind Benefits. All reimbursements for costs and expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefitsAgreement shall be subject to the following conditions: # the expenses eligible for reimbursement or the amount of in‑kind benefits providedpaid in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; # the reimbursement of an eligible expense shall be made no event later than the end of the calendar year afterfollowing the calendar year in which the Executive incurs such expense was incurred;expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by [Section 409A], # the right to reimbursement or in‑in-kind benefits shall not be subject to liquidation or exchange for another benefit.benefit, and # the amount of expenses eligible for reimbursements 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.

All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of expenses of, or any provisionthe taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement ofprovided or reimbursable expenses or provision of in-kind benefits shall be subject to the following conditions: # the expenses eligible for reimbursement or the amount of in‑kind benefits providedincurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, exceptyear (except for any lifetime or other aggregate limitation applicable to medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; # the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and # theexpenses). Such right to reimbursement or in‑in-kind benefits shallis not be subject to liquidation or exchange for another benefit.

All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of expenses of, or any provisionthe taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement ofprovided or reimbursable expenses or provision of in-kind benefits shall be subject to the following conditions: # the expenses eligible for reimbursement or the amount of in‑kind benefits providedincurred in one (1) taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, exceptyear (except for any lifetime or other aggregate limitation applicable to medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; # the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and # theexpenses). Such right to reimbursement or in‑in-kind benefits shallis not be subject to liquidation or exchange for another benefit.

All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of expenses of, or any provisionthe taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement ofprovided or reimbursable expenses or provision of in-kind benefits shall be subject to the following conditions: # the expenses eligible for reimbursement or the amount of in‑kind benefits providedincurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; # the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and # theyear. Such right to reimbursement or in‑in-kind benefits shallis not be subject to liquidation or exchange for another benefit.

Notwithstanding anything herein to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, suchcontrary, the reimbursement of expenses or provision of in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: # the expenses eligible for reimbursement or the amount of in‑in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code;year; # the reimbursement of an eligible expenseexpenses 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‑in-kind benefits shall not be subject to liquidation or exchange for another benefit.

All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Reimbursement. With respect toSection 409A of the Code, including, where applicable, the requirement that # any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject tofor expenses incurred during the following conditions:Executive’s lifetime (or during a shorter period of time specified in this Agreement), # the amount of expenses eligible for reimbursementreimbursement, or the amount of in‑in kind benefits provided in one taxableprovided, during a calendar year shallmay not affect the expenses eligible for reimbursementreimbursement, or the amount of in-in kind benefits providedto be provided, in any other taxablecalendar year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; # the reimbursement of an eligible expense shall be made no later thanon or before the endlast day of the calendar year afterfollowing the year in which suchthe expense was incurred;is incurred and # the right to reimbursement or in‑in kind benefits shallis not be subject to liquidation or exchange for another benefit.