Reimbursements, Gross-Ups and In-Kind Benefit Rules. Any reimbursements, gross-ups or in-kind benefits to be provided pursuant to this Agreement (including but not limited to Sections 6 and 20) that are taxable to Executive shall be subject to the following restrictions: # each reimbursement or gross-up must be paid no later than the last day of the calendar year following the Executive’s tax year during which the expense was incurred or tax was remitted, as the case may be; # the amount of expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups provided, during a tax year of the Executive may not affect the expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups to be provided, in any other tax year of the Executive; # the period during which any reimbursement or gross-up may be paid or in-kind benefit may be provided shall end ten years after termination of this Agreement; and # the right to reimbursement, gross-up or in-kind benefits is not subject to liquidation or exchange for another benefit.

Reimbursements, Gross-Ups and In-Kind Benefit Rules. Any reimbursements, gross-ups orNotwithstanding anything to the contrary in this Agreement, in-kind benefits to beand reimbursements provided pursuant tounder this Agreement (including but not limited to Sections 6 and 20) that are taxable toduring any tax year of Executive shall be subject to the following restrictions: # each reimbursement or gross-up must be paid no later than the last day of the calendar year following the Executive’s tax year during which the expense was incurred or tax was remitted, as the case may be; # the amount of expenses or taxes eligible for reimbursement, ornot affect in-kind benefits or gross-ups provided, during a tax year of the Executive may not affect the expenses or taxes eligible for reimbursement, or in-kind benefits or gross-upsreimbursements to be provided,provided in any other tax year of the Executive; # the period during which any reimbursement or gross-up may be paid or in-kind benefit may be provided shall end ten years after termination of this Agreement;Executive and # the right to reimbursement, gross-up or in-kind benefits isare not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Executive and, if timely submitted, reimbursement payments shall be made to Executive as soon as administratively practicable following such submission, but in no event later than the last day of Executive’s taxable year following the taxable year in which the expense was incurred. In no event shall Executive be entitled to any reimbursement payments after the last day of Executive’s taxable year following the taxable year in which the expense was incurred. This section shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to Executive.

Payments for Reimbursements, Gross-Ups and In-Kind Benefit Rules. Any reimbursements, gross-upsBenefits. All reimbursements for costs and expenses under this Agreement shall be paid in no event later than the end of the calendar year following the calendar year in which the Executive incurs such 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-kind benefits shall not be subject to liquidation or exchange for another 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 pursuant to this Agreement (including but not limited to Sections 6 and 20) that are taxable to Executive shall be subject to the following restrictions: # each reimbursement or gross-up must be paid no later than the last day of the calendar year following the Executive’s tax year during which the expense was incurred or tax was remitted, as the case may be; # the amount of expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups provided, during a tax year of the Executive may not affect the expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups to be provided, in any other tax year of the Executive; # the period during which any reimbursement or gross-up may be paid or in-kind benefit may be provided shall end ten years after termination of this Agreement; and # the right to reimbursement, gross-up or in-kind benefits is not subject to liquidation or exchange for another benefit.taxable year.

Reimbursements, Gross-Ups and In-Kind Benefit Rules. Any reimbursements, gross-ups or in-kind benefitsreimbursements by Company to be provided pursuant toExecutive of any eligible expenses under this Agreement (including but not limited to Sections 6 and 20) that are taxable to Executivenot excludable from Executive’s income for Federal income tax purposes (the “Taxable Reimbursements”) shall be subject to the following restrictions: # each reimbursement or gross-up must be paidmade by no later than the last day of the calendarExecutive’s taxable year immediately following the Executive’s tax year duringin which the expense was incurred or tax was remitted, as the case may be; # theincurred. The amount of any Taxable Reimbursements, and the value of any in-kind benefits to be provided to Executive, during any taxable year of Executive shall not affect the expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups provided, during a tax year of the Executive may not affect the expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups to be provided, in any other taxtaxable year of the Executive; # the period during which any reimbursement or gross-up may be paidExecutive. The right to Taxable Reimbursement, or in-kind benefit maybenefits, shall not be provided shall end ten years after termination of this Agreement; and # the right to reimbursement, gross-up or in-kind benefits is not subject to liquidation or exchange for another benefit.

Reimbursements, Gross-UpsAll in-kind benefits provided and In-Kind Benefit Rules. Any reimbursements, gross-upsexpenses 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 the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided pursuant to this Agreement (including but not limited to Sections 6 and 20) that are taxable to Executive shall be subject toor the following restrictions: # each reimbursement or gross-up must be paid no later than the last day of the calendar year following the Executive’s tax year during which the expense was incurred or tax was remitted, as the case may be; # the amount of expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups provided, during a tax year of the Executive may not affect the expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups to be provided,reimbursement in any other tax year of the Executive; # the period during which any reimbursement or gross-up may be paid or in-kind benefit may be provided shall end ten years after termination of this Agreement; and # thetaxable year. Such right to reimbursement, gross-upreimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Payments for Reimbursements, Gross-Ups and In-Kind Benefit Rules. Any reimbursements, gross-upsBenefits. All reimbursements for costs and expenses under this Agreement shall be paid in no event later than the end of the calendar year following the calendar year in which Executive incurs such 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-kind benefits shall not be subject to liquidation or exchange for another 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 pursuant to this Agreement (including but not limited to Sections 6 and 20) that are taxable to Executive shall be subject to the following restrictions: # each reimbursement or gross-up must be paid no later than the last day of the calendar year following the Executive’s tax year during which the expense was incurred or tax was remitted, as the case may be; # the amount of expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups provided, during a tax year of the Executive may not affect the expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups to be provided, in any other tax yeartaxable 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 Executive; #Internal Revenue Code solely because such expenses are subject to a limit related to the period during which any reimbursement or gross-up may be paid or in-kind benefit may be provided shall end ten years after termination of this Agreement; and # the right to reimbursement, gross-up or in-kind benefitsarrangement is not subject to liquidation or exchange for another benefit.in effect.

Reimbursements, Gross-UpsAll in-kind benefits provided and In-Kind Benefit Rules. Any reimbursements, gross-upsexpenses 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 the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided pursuant to this Agreement (including but not limited to Sections 6 and 20) that are taxable to Executive shall be subject toor the following restrictions: # each reimbursement or gross-up must be paid no later than the last day of the calendar year following the Executive’s tax year during which the expense was incurred or tax was remitted, as the case may be; # the amount of expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups provided, during a tax year of the Executive may not affect the expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups to be provided,reimbursement in any other taxtaxable year of the Executive; # the period during which(except for any reimbursementlifetime or gross-up may be paid or in-kind benefit may be provided shall end ten years after termination of this Agreement; and # theother aggregate limitation applicable to medical expenses). Such right to reimbursement, gross-upreimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Reimbursements, Gross-UpsAll in-kind benefits provided and In-Kind Benefit Rules. Any reimbursements, gross-upsexpenses 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 the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one (1) taxable year shall not affect the in-kind benefits to be provided pursuant to this Agreement (including but not limited to Sections 6 and 20) that are taxable to Executive shall be subject toor the following restrictions: # each reimbursement or gross-up must be paid no later than the last day of the calendar year following the Executive’s tax year during which the expense was incurred or tax was remitted, as the case may be; # the amount of expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups provided, during a tax year of the Executive may not affect the expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups to be provided,reimbursement in any other taxtaxable year of the Executive; # the period during which(except for any reimbursementlifetime or gross-up may be paid or in-kind benefit may be provided shall end ten years after termination of this Agreement; and # theother aggregate limitation applicable to medical expenses). Such right to reimbursement, gross-upreimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.