Restrictions on Reimbursements, Gross-Ups and In-Kind Benefits. Any reimbursements, gross-ups, or in-kind benefits to be provided pursuant to this Agreement (including, but not limited to the benefits described herein) which 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 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 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 Executive; # the period during which any reimbursement or gross-up may be paid or in-kind benefit may be provided shall end two (2) 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.

With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, 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 Tax 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 or any provision of in-kind benefits to Executive 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 arrangements providing for the reimbursement of expenses referred to in [section 105(b)] of the Code; # the reimbursement of an eligible expense shall be made no later than the end of the year following 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.

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 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 or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.