Compliance Generally ​ and Employee intend that the payments and benefits provided under the Agreement to which this [Exhibit A] is attached will either be exempt from the application of, or comply with, the requirements of [Section 409A]. The Agreement is to be construed, administered, and governed in a manner that effects that intent and ​ will not take any action that is inconsistent with that intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out, or modified in a manner that would result in the imposition of an additional tax under Section 409A upon Employee.

[Section 409A]. This Agreement and the payments and benefits provided hereunder are intended be exempt from the requirements of Section 409A of the Code and the Treasury regulations and interpretive guidance issued thereunder (collectively, “[Section 409A]”) and shall be construed and administered in accordance with such intent. Notwithstanding the foregoing, the [[Organization A:Organization]] makes no representations that the payments or benefits provided under this Agreement are exempt from the requirements of [Section 409A] and in no event shall the [[Organization A:Organization]] or any other Released Party be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.