Common use of Compliance with Section 409A of the Code Clause in Contracts

Compliance with Section 409A of the Code. The payments to be made under this Agreement are intended to be exempt from or compliant with Section 409A of the Code. Specifically, the severance payments and benefits under Section IV.F and Section IV.G hereof are intended to be exempt from Section 409A of the Code by compliance with the short-term deferral exemption as specified in 26 C.F.R. Section 1.409A-1(b)(4) and/or the separation pay exemption as specified in 26 C.F.R. Section 1.409A-1(b)(9) or are intended to comply with Section 409A of the Code including, but not limited to, being paid upon disability pursuant to 26 C.F.R. Section 1.409-3(i)(4), pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(i)(5) or pursuant to a fixed schedule or specified date pursuant to 26 C.F.R. Section 1.409A-3(a), and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, Employer makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code and do not satisfy an exemption from, or the conditions of, Section 409A of the Code. For all purposes of this Agreement, Employee shall be considered to have terminated employment with Employer when Employee incurs a “separation from service” with the Employer Group within the meaning of Section 409A(a)(2)(A)(i) of the Code. If the Committee determines that severance payments due under this Agreement on account of termination of Employee’s employment constitute “deferred compensation” subject to Section 409A of the Code, and that Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and 26 C.F.R. Section 1.409A-1(i), then such severance payments shall commence on the first payroll date of the seventh month following the month in which Employee’s termination occurs (with the first such payment being a lump sum equal to the aggregate severance payments Employee would have received during the prior six-month period if no such delay had been imposed). For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Committee which are incorporated by reference herein. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and the regulations to the extent that such reimbursements or in-kind benefits are not excepted from Section 409A of the Code, including where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in the Agreement); (ii) the amount of expenses eligible for reimbursement during the calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

Compliance with Section 409A of the Code. The It is the parties’ intent that the payments to be made and benefits provided under this Agreement are intended to be exempt from or compliant with the definition of “non-qualified deferred compensation” within the meaning of Section 409A of the Code, and the Agreement shall be interpreted accordingly. In this regard each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. Specifically, To the severance payments and benefits extent that any payment or benefit under Section IV.F and Section IV.G hereof are intended to be exempt from Section 409A of the Code by compliance with the shortthis Agreement constitutes “non-term deferral exemption as specified in 26 C.F.R. Section 1.409A-1(b)(4) and/or the separation pay exemption as specified in 26 C.F.R. Section 1.409A-1(b)(9) or are qualified deferred compensation” then this Agreement is intended to comply with Section 409A of the Code including, but not limited to, being paid upon disability pursuant to 26 C.F.R. Section 1.409-3(i)(4), pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(i)(5) or pursuant to a fixed schedule or specified date pursuant to 26 C.F.R. Section 1.409A-3(a), and the provisions of this Agreement will shall be administered, interpreted and construed accordingly. Notwithstanding If and to the foregoing, Employer makes no representation extent that any payment or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are benefit is determined by the Company (a) to constitute deferred compensation subject to Section 409A of the Code and do not satisfy an exemption from, or the conditions of, Section 409A of the Code. For all purposes of this Agreement, Employee shall be considered to have terminated employment with Employer when Employee incurs a “separation from service” with the Employer Group within the meaning of Section 409A(a)(2)(A)(i) of the Code. If the Committee determines that severance payments due under this Agreement on account of termination of Employee’s employment constitute “non-qualified deferred compensation” subject to Section 409A of the Code, (b) such payment or benefit is provided to Executive and that Employee Executive is a “specified employee” (within the meaning of Section 409A of the Code and as defined determined pursuant to procedures established by the Company) and (c) such payment or benefit must be delayed for six months from Executive’s Date of Termination (or an earlier date) in order to comply with Section 409A(a)(2)(B)(i) of the Code and 26 C.F.R. Section 1.409A-1(i), then such severance payments shall commence on the first payroll date of the seventh month following the month in which Employee’s termination occurs (with the first such payment being a lump sum equal not cause Executive to the aggregate severance payments Employee would have received during the prior six-month period if no such delay had been imposed). For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Committee which are incorporated by reference herein. All reimbursements and in-kind benefits provided incur any additional tax under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and the regulations to the extent that such reimbursements or in-kind benefits are not excepted from Section 409A of the Code, then the Company will delay making any such payment or providing such benefit until the expiration of such six month period (or, if earlier, Executive’s death, “disability” or a “change in control event”, as such terms are defined in Section 1.409A-3(i)(4) and (5) of the Code). In addition, any expense reimbursements provided under this Agreement, including where applicablebut not limited to those reimbursements provided pursuant to Sections 4, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period 5 and 7 of time specified in the this Agreement); (ii) the amount of expenses eligible for reimbursement during the calendar year may not affect the expenses eligible for reimbursement , shall be paid to Executive as soon as practicable, but in any other calendar year; (iii) event no later than the reimbursement end of an eligible expense will be made on or before the last day of the calendar Executive’s taxable year following the taxable year in which the Executive incurs such reimbursable expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefitremits in reimbursable tax payment, as appropriate.

Compliance with Section 409A of the Code. The payments to be made under this Agreement are intended to be exempt from or compliant with Section 409A of the Code. Specifically, the severance payments and benefits under Section IV.F III.G and Section IV.G III.H hereof are intended to be exempt from Section 409A of the Code by compliance with the short-term deferral exemption as specified in 26 C.F.R. Section 1.409A-1(b)(4) and/or the separation pay exemption as specified in 26 C.F.R. Section 1.409A-1(b)(9) or are intended to comply with Section 409A of the Code including, but not limited to, being paid upon disability pursuant to 26 C.F.R. Section 1.409-3(i)(4), pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(i)(5) or pursuant to a fixed schedule or specified date pursuant to 26 C.F.R. Section 1.409A-3(a), and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, Employer makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code and do not satisfy an exemption from, or the conditions of, Section 409A of the Code. For all purposes of this Agreement, Employee shall be considered to have terminated employment with Employer when Employee incurs a “separation from service” with the Employer Group within the meaning of Section 409A(a)(2)(A)(i) of the Code. If the Committee Centuri determines that severance payments due under this Agreement on account of termination of Employee’s employment constitute “deferred compensation” subject to Section 409A of the Code, and that Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and 26 C.F.R. Section 1.409A-1(i), then such severance payments shall commence on the first payroll date of the seventh month following the month in which Employee’s termination occurs (with the first such payment being a lump sum equal to the aggregate severance payments Employee would have received during the prior six-month period if no such delay had been imposed). For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Committee which are incorporated by reference hereinCenturi. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and the regulations to the extent that such reimbursements or in-kind benefits are not excepted from Section 409A of the Code, including where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in the Agreement); (ii) the amount of expenses eligible for reimbursement during the calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

Compliance with Section 409A of the Code. The payments to be made under To the extent applicable, it is intended that this Agreement are intended to be exempt from or compliant and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) do not apply to the Grantee. Specifically, the severance payments and benefits under Section IV.F and Section IV.G hereof are intended to be exempt from Section 409A of the Code by compliance with the short-term deferral exemption as specified in 26 C.F.R. Section 1.409A-1(b)(4) and/or the separation pay exemption as specified in 26 C.F.R. Section 1.409A-1(b)(9) or are intended to comply with Section 409A of the Code including, but not limited to, being paid upon disability pursuant to 26 C.F.R. Section 1.409-3(i)(4), pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(i)(5) or pursuant to a fixed schedule or specified date pursuant to 26 C.F.R. Section 1.409A-3(a), This Agreement and the provisions Plan shall be administered in a manner consistent with this intent. In particular, notwithstanding any provision of this Agreement will to the contrary, to the extent any Restricted Share Unit would be administered, interpreted and construed accordingly. Notwithstanding considered “nonqualified deferred compensation” within the foregoing, Employer makes no representation or warranty and shall have no liability to Employee or any other person if any provisions meaning of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code and do either the Restricted Share Unit becomes nonforfeitable pursuant to (a) Section 3(b)(iii) or (b) Section 3(b)(iv) and such Change of Control does not satisfy an exemption fromconstitute a “change in the ownership or effective control” or a “change in the ownership or a substantial portion of the assets” of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Code, then even though such Restricted Share Unit may be deemed to be vested or restrictions lapse, expire or terminate upon the conditions ofoccurrence of the event specified in Section 3(b)(i) or a Change of Control, payment will not be made, to the extent necessary to comply with the provisions of Section 409A of the Code. For all purposes , to the Grantee prior to the earliest of this Agreement, Employee shall be considered to have terminated employment with Employer when Employee incurs a (i) the Grantee’s “separation from service” with the Employer Group within the meaning of Section 409A(a)(2)(A)(i) of the Code. If the Committee determines that severance payments due under this Agreement on account of termination of Employee’s employment constitute “deferred compensation” subject to Company (determined in accordance with Section 409A of the Code); provided, and however, that Employee if the Grantee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of (within the Code and 26 C.F.R. Section 1.409A-1(i), then such severance payments shall commence on the first payroll date of the seventh month following the month in which Employee’s termination occurs (with the first such payment being a lump sum equal to the aggregate severance payments Employee would have received during the prior six-month period if no such delay had been imposed). For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Committee which are incorporated by reference herein. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements meaning of Section 409A of the Code and Code), the regulations payment date shall be the first day of the seventh month after the date of the Grantee’s separation from service with the Company, (ii) the date payment otherwise would have been made in the absence of any provisions in this Agreement to the extent that contrary (provided such reimbursements or in-kind benefits are date was not excepted from a prior tax year and is permissible under Section 409A of the Code), including where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in the Agreement); (ii) the amount of expenses eligible for reimbursement during the calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefitGrantee’s death.

Compliance with Section 409A of the Code. The payments to be made under this Agreement are intended to be exempt from or compliant with Section 409A of the Code. Specifically, the severance payments and benefits under Section IV.F and Section IV.G hereof are intended to be exempt from Section 409A of the Code by compliance with the short-term deferral exemption as specified in 26 C.F.R. Section 1.409A-1(b)(4) and/or the separation pay exemption as specified in 26 C.F.R. Section 1.409A-1(b)(9) or are intended to comply with Section 409A of the Code including, but not limited to, as applicable, being paid upon disability pursuant to 26 C.F.R. Section 1.409-3(i)(4), pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(i)(5) or pursuant to a fixed schedule or specified date pursuant to 26 C.F.R. Section 1.409A-3(a), and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, Employer makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code and do not satisfy an exemption from, or the conditions of, Section 409A of the Code. For all purposes of this Agreement, Employee shall be considered to have terminated employment with Employer when Employee incurs a “separation from service” with the Employer Group within the meaning of Section 409A(a)(2)(A)(i) of the Code. If the Committee determines that severance payments due under this Agreement on account of termination of Employee’s employment constitute “deferred compensation” subject to Section 409A of the Code, and that Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and 26 C.F.R. Section 1.409A-1(i), then such severance payments shall commence on the first to occur of the first payroll date (i) of the seventh month following the month in which Employee’s termination occurs (with the first such payment being a lump sum equal to the aggregate severance payments Employee would have received during the prior six-month period if no such delay had been imposed)) or (ii) following the date of Employee’s death. For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Committee which are incorporated by reference herein. Except as would result in non-compliance with the requirements of Section 409A of the Code, in the event of any amounts of deferred compensation that are payable to Employee under this Agreement in a series of installment payments, Employee’s right to receive such payments shall be treated as a right to receive a series of separate payments. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and the regulations to the extent that such reimbursements or in-kind benefits are not excepted from Section 409A of the Code, including where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in the Agreement); (ii) the amount of expenses eligible for reimbursement during the calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

Compliance with Section 409A of the Code. The payments to be made under this (i) To the extent applicable, it is intended that the Agreement are intended to be exempt from or compliant and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. SpecificallyThe Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause the severance payments and benefits under Section IV.F and Section IV.G hereof are intended Agreement or the Plan to be exempt from fail to satisfy Section 409A of the Code by compliance with the short-term deferral exemption as specified in 26 C.F.R. Section 1.409A-1(b)(4) and/or the separation pay exemption as specified in 26 C.F.R. Section 1.409A-1(b)(9) or are intended shall have no force and effect until amended to comply with Section 409A of the Code including, but not limited to, being paid upon disability pursuant (which amendment may be retroactive to 26 C.F.R. Section 1.409-3(i)(4), pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(i)(5) or pursuant to a fixed schedule or specified date pursuant to 26 C.F.R. Section 1.409A-3(a), and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, Employer makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to extent permitted by Section 409A of the Code and do may be made by the Company without the consent of the Holder). (ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is subject to Section 409A, and the event triggering the right to payment does not satisfy an exemption fromconstitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in Sections 2, 3, or 4 hereof, issuance of Stock in payment of the conditions ofUnits will be made, to the extent necessary to comply with Section 409A of the Code. For all purposes of this Agreement, Employee shall be considered to have terminated employment with Employer when Employee incurs a the Holder on the earliest of: (1) the Determination Date; (2) the Holder’s “separation from service” with the Employer Group within the meaning of Section 409A(a)(2)(A)(i) of the Code. If the Committee determines that severance payments due under this Agreement on account of termination of Employee’s employment constitute “deferred compensation” subject to Company (determined in accordance with Section 409A of the Code), and provided, that Employee if the Holder is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of (within the Code and 26 C.F.R. Section 1.409A-1(i), then such severance payments shall commence on the first payroll date of the seventh month following the month in which Employee’s termination occurs (with the first such payment being a lump sum equal to the aggregate severance payments Employee would have received during the prior six-month period if no such delay had been imposed). For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Committee which are incorporated by reference herein. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements meaning of Section 409A of the Code and Code), the regulations Holder’s date of payment of the Award pursuant to this clause (2) shall be the extent date that such reimbursements is six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or in-kind benefits are not excepted from (5) a change in control event (within the meaning of Section 409A of the Code, including where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in the Agreement); (ii) the amount of expenses eligible for reimbursement during the calendar year may not affect the expenses eligible for reimbursement in any other calendar year; . (iii) the reimbursement of an eligible expense will be made on or before the last day Reference to Section 409A of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off Code will also include any regulations, or liquidation or exchange for any other benefitguidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

Compliance with Section 409A of the Code. The payments to be made under this (i) To the extent applicable, it is intended that the Agreement are intended to be exempt from or compliant and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. SpecificallyThe Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause the severance payments and benefits under Section IV.F and Section IV.G hereof are intended Agreement or the Plan to be exempt from fail to satisfy Section 409A of the Code by compliance with the short-term deferral exemption as specified in 26 C.F.R. Section 1.409A-1(b)(4) and/or the separation pay exemption as specified in 26 C.F.R. Section 1.409A-1(b)(9) or are intended shall have no force and effect until amended to comply with Section 409A of the Code including, but not limited to, being paid upon disability pursuant (which amendment may be retroactive to 26 C.F.R. Section 1.409-3(i)(4), pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(i)(5) or pursuant to a fixed schedule or specified date pursuant to 26 C.F.R. Section 1.409A-3(a), and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, Employer makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to extent permitted by Section 409A of the Code and do may be made by the Company without the consent of the Holder). (ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is subject to Section 409A, and the event triggering the right to payment does not satisfy an exemption fromconstitute a permitted distribution event under Section 409A(a)(2) of the Code, or then notwithstanding anything to the conditions ofcontrary in Section 3 hereof, issuance of shares in payment of the Units will be made, to the extent necessary to comply with Section 409A of the Code. For all purposes of this Agreement, Employee shall be considered to have terminated employment with Employer when Employee incurs a the Holder on the earliest of: (1) the Determination Date; (2) the Holder’s “separation from service” with the Employer Group within the meaning of Section 409A(a)(2)(A)(i) of the Code. If the Committee determines that severance payments due under this Agreement on account of termination of Employee’s employment constitute “deferred compensation” subject to Company (determined in accordance with Section 409A of the Code), and provided, that Employee if the Holder is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of (within the Code and 26 C.F.R. Section 1.409A-1(i), then such severance payments shall commence on the first payroll date of the seventh month following the month in which Employee’s termination occurs (with the first such payment being a lump sum equal to the aggregate severance payments Employee would have received during the prior six-month period if no such delay had been imposed). For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Committee which are incorporated by reference herein. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements meaning of Section 409A of the Code and Code), the regulations Holder’s date of payment of the Award pursuant to this clause (2) shall be the extent date that such reimbursements is six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or in-kind benefits are not excepted from (5) a change in control event (within the meaning of Section 409A of the Code, including where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in the Agreement); (ii) the amount of expenses eligible for reimbursement during the calendar year may not affect the expenses eligible for reimbursement in any other calendar year; . (iii) the reimbursement of an eligible expense will be made on or before the last day Reference to Section 409A of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off Code will also include any regulations, or liquidation or exchange for any other benefitguidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

Compliance with Section 409A of the Code. The payments to be made under (a) To the extent applicable, it is intended that this Agreement are intended to be exempt from or compliant and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to you. SpecificallyThis Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the severance payments and benefits under Section IV.F and Section IV.G hereof are intended Plan to be exempt from fail to satisfy Section 409A of the Code by compliance with the short-term deferral exemption as specified in 26 C.F.R. Section 1.409A-1(b)(4) and/or the separation pay exemption as specified in 26 C.F.R. Section 1.409A-1(b)(9) or are intended shall have no force and effect until amended to comply with Section 409A of the Code including(which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by PolyOne without your consent). (b) To the extent you have a right to receive payment of the Performance Units, but not limited to, being paid upon disability pursuant the payment is subject to 26 C.F.R. Section 1.409-3(i)(4), pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(i)(5) or pursuant to a fixed schedule or specified date pursuant to 26 C.F.R. Section 1.409A-3(a)409A, and the provisions event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement Agreement, the payment of the Performance Units will be administeredmade, interpreted and construed accordingly. Notwithstanding to the foregoingextent necessary to comply with Section 409A of the Code, Employer makes no representation to you on the earliest of (a) your “separation from service” with PolyOne (determined in accordance with Section 409A of the Code); provided, however, that if you are a “specified employee” (within the meaning of Section 409A of the Code), your date of payment of the Performance Units shall be the date that is six months after the date of your separation from service with PolyOne; (b) the date of the end of the Performance Period; (c) your death; or warranty and shall have no liability to Employee or any other person if any provisions (d) your disability (within the meaning of this Agreement are determined to constitute deferred compensation subject Section 409A(a)(2)(C) of the Code). (c) Reference to Section 409A of the Code and do not satisfy an exemption fromwill also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the conditions of, Section 409A U.S. Department of the CodeTreasury or the Internal Revenue Service. For all purposes of this This Agreement, Employee shall be considered to have terminated employment with Employer when Employee incurs a “separation from service” with and the Employer Group within the meaning of Section 409A(a)(2)(A)(i) terms and conditions of the Code. If the Committee determines that severance payments due under this Agreement on account of termination of Employee’s employment constitute “deferred compensation” subject to Section 409A of the CodePlan, shall bind, and that Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and 26 C.F.R. Section 1.409A-1(i), then such severance payments shall commence on the first payroll date of the seventh month following the month in which Employee’s termination occurs (with the first such payment being a lump sum equal inure to the aggregate severance payments Employee would have received during the prior six-month period if no such delay had been imposedbenefit of you, your estate, executor, administrator, beneficiaries, personal representative and guardian and PolyOne and its successors and assigns. Very Truly Yours, POLYONE CORPORATION By: Kxxxxxx X. Xxxxx, Senior Vice President and Chief Human Resources Officer Accepted: (Date). For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Committee which are incorporated by reference herein. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and the regulations to the extent that such reimbursements or in-kind benefits are not excepted from Section 409A of the Code, including where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in the Agreement); (ii) the amount of expenses eligible for reimbursement during the calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

Compliance with Section 409A of the Code. The payments Notwithstanding anything herein to be made under this Agreement the contrary, if, at the time of Executive’s termination of employment with the Company, the Company has securities which are intended to be exempt from or compliant with publicly traded on an established securities market, and Executive is a “specified employee” (as defined in Section 409A of the Code. Specifically, the severance payments and benefits under Section IV.F and Section IV.G hereof are intended to be exempt from Section 409A of the Code by compliance with the short-term deferral exemption as specified in 26 C.F.R. Section 1.409A-1(b)(4) and/or the separation pay exemption as specified in 26 C.F.R. Section 1.409A-1(b)(9) or are intended to comply with Section 409A of the Code including, but not limited to, being paid upon disability pursuant to 26 C.F.R. Section 1.409-3(i)(4), pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(i)(5) or pursuant to a fixed schedule or specified date pursuant to 26 C.F.R. Section 1.409A-3(a), and the provisions deferral of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, Employer makes no representation commencement of any payments or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject benefits otherwise payable pursuant to Section 409A 7 as a result of the Code and do not satisfy an exemption from, or the conditions of, Section 409A of the Code. For all purposes of this Agreement, Employee shall be considered to have terminated employment with Employer when Employee incurs a “separation from service” with the Employer Group within the meaning of Section 409A(a)(2)(A)(i) of the Code. If the Committee determines that severance payments due under this Agreement on account of such termination of Employee’s employment constitute “deferred compensation” subject is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, and that Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and 26 C.F.R. Section 1.409A-1(i)then, then such severance payments shall commence on the first payroll date of the seventh month following the month in which Employee’s termination occurs (with the first such payment being a lump sum equal to the aggregate severance payments Employee would have received during the prior six-month period if no such delay had been imposed). For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Committee which are incorporated by reference herein. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and the regulations to the extent that such reimbursements or in-kind benefits are not excepted from permitted by Section 409A of the Code, including where applicable, the requirement Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six (i6) any reimbursement is for expenses incurred during Employeemonths following Executive’s lifetime termination of employment with the Company (or during a shorter period the earliest date as is permitted under Section 409A of time specified the Code), provided that amounts which do not exceed the limits set forth in Section 402(g)(1)(B) of the Code in the Agreementyear of such termination shall be payable immediately upon termination. If any payments or benefits are deferred due to such requirements, such amounts will be paid in a lump sum to Executive at the end of such six (6) month period. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 9(g); (ii. If any payment made pursuant to Section 5(d) of this Agreement results in the imposition of any interest or additional taxes upon Executive under Section 409A(a)(1)(B) of the Code, whether before or after termination of Executive’s employment, Executive shall be entitled to an extra payment such that the amount retained by Executive net of expenses eligible for reimbursement during all applicable taxes (including the calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iiiinterest and additional taxes imposed under Section 409A(a)(1)(B) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following Code) is equal to the year amount Executive would have retained net of all applicable taxes in which the expense is incurred; absence of the imposition of liability for interest and (ivadditional taxes under Section 409A(a)(1)(B) of the right to reimbursement is not subject to set off or liquidation or exchange for any other benefitCode.

Compliance with Section 409A of the Code. The payments to be made under this Agreement are intended to be exempt from or compliant with Section 409A of the Code. Specifically, the severance payments and benefits under Section IV.F III.F and Section IV.G III.G hereof are intended to be exempt from Section 409A of the Code by compliance with the short-term deferral exemption as specified in 26 C.F.R. Section 1.409A-1(b)(4) and/or the separation pay exemption as specified in 26 C.F.R. Section 1.409A-1(b)(9) or are intended to comply with Section 409A of the Code including, but not limited to, being paid upon disability pursuant to 26 C.F.R. Section 1.409-3(i)(4), pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(i)(5) or pursuant to a fixed schedule or specified date pursuant to 26 C.F.R. Section 1.409A-3(a), and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, Employer makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code and do not satisfy an exemption from, or the conditions of, Section 409A of the Code. For all purposes of this Agreement, Employee shall be considered to have terminated employment with Employer when Employee incurs a “separation from service” with the Employer Group within the meaning of Section 409A(a)(2)(A)(i) of the Code. If the Committee Centuri determines that severance payments due under this Agreement on account of termination of Employee’s employment constitute “deferred compensation” subject to Section 409A of the Code, and that Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and 26 C.F.R. Section 1.409A-1(i), then such severance payments shall commence on the first payroll date of the seventh month following the month in which Employee’s termination occurs (with the first such payment being a lump sum equal to the aggregate severance payments Employee would have received during the prior six-month period if no such delay had been imposed). For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Committee which are incorporated by reference hereinCenturi. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and the regulations to the extent that such reimbursements or in-kind benefits are not excepted from Section 409A of the Code, including where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in the Agreement); (ii) the amount of expenses eligible for reimbursement during the calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

Compliance with Section 409A of the Code. The payments to be made under this Agreement are intended to be exempt from or compliant with Section 409A of the Code. Specifically, the severance payments and benefits under Section IV.F IV.G and Section IV.G IV.H hereof are intended to be exempt from Section 409A of the Code by compliance with the short-term deferral exemption as specified in 26 C.F.R. Section 1.409A-1(b)(4) and/or the separation pay exemption as specified in 26 C.F.R. Section 1.409A-1(b)(9) or are intended to comply with Section 409A of the Code including, but not limited to, being paid upon disability pursuant to 26 C.F.R. Section 1.409-3(i)(4), pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(i)(5) or pursuant to a fixed schedule or specified date pursuant to 26 C.F.R. Section 1.409A-3(a), and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, Employer makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code and do not satisfy an exemption from, or the conditions of, Section 409A of the Code. For all purposes of this Agreement, Employee shall be considered to have terminated employment with Employer when Employee incurs a “separation from service” with the Employer Group within the meaning of Section 409A(a)(2)(A)(i) of the Code. If the Committee determines that severance payments due under this Agreement on account of termination of Employee’s employment constitute “deferred compensation” subject to Section 409A of the Code, and that Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and 26 C.F.R. Section 1.409A-1(i), then such severance payments shall commence on the first payroll date of the seventh month following the month in which Employee’s termination occurs (with the first such payment being a lump sum equal to the aggregate severance payments Employee would have received during the prior six-month period if no such delay had been imposed). For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Committee which are incorporated by reference herein. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and the regulations to the extent that such reimbursements or in-kind benefits are not excepted from Section 409A of the Code, including where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in the Agreement); (ii) the amount of expenses eligible for reimbursement during the calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

Compliance with Section 409A of the Code. The payments to be made under this Agreement are intended to be exempt from or compliant with Section 409A of the Code. Specifically, the severance payments and benefits under Section IV.F and Section IV.G hereof are intended to be exempt from Section 409A of the Code by compliance with the short-term deferral exemption as specified in 26 C.F.R. Section 1.409A-1(b)(4) and/or the separation pay exemption as specified in 26 C.F.R. Section 1.409A-1(b)(9) or are intended to comply with Section 409A of the Code including, but not limited to, being paid upon disability pursuant to 26 C.F.R. Section 1.409-3(i)(4), pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(i)(5Section 1. 409A-3(i)(5) or pursuant to a fixed schedule or specified date pursuant to 26 C.F.R. Section 1.409A-3(a), and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, Employer makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code and do not satisfy an exemption from, or the conditions of, Section 409A of the Code. For all purposes of this Agreement, Employee shall be considered to have terminated employment with Employer when Employee incurs a “separation from service” with the Employer Group within the meaning of Section 409A(a)(2)(A)(i) of the Code. If the Committee determines that severance payments due under this Agreement on account of termination of Employee’s employment constitute “deferred compensation” subject to Section 409A of the Code, and that Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and 26 C.F.R. Section 1.409A-1(i), then such severance payments shall commence on the first payroll date of the seventh month following the month in which Employee’s termination occurs (with the first such payment being a lump sum equal to the aggregate severance payments Employee would have received during the prior six-month period if no such delay had been imposed). For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Committee which are incorporated by reference herein. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and the regulations to the extent that such reimbursements or in-kind benefits are not excepted from Section 409A of the Code, including where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in the Agreement); (ii) the amount of expenses eligible for reimbursement during the calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

Compliance with Section 409A of the Code. The payments to be made under this Agreement are This agreement is intended to be provide for compensation that is exempt from or compliant with Section 409A of the CodeInternal Revenue Code of 1986, as amended, (“Section 409A”) and shall be interpreted consistently with such intent. SpecificallyAccordingly, the severance payments Participant shall have no right to designate the taxable year of payment. Notwithstanding any other provision of this agreement, if and benefits to the extent any portion of any payment under this agreement to the Participant is deferred compensation subject to Section IV.F 409A: (i) if such payment is payable upon the Participant’s separation from service and the Participant is a specified employee as defined in Section IV.G hereof are intended to 409A(a)(2)(B)(i), as determined by the Company in accordance with its procedures, by which determination the Participant (through accepting the agreement) agrees that the Participant is bound, such portion of the payment (the delivery of Shares) shall not be exempt paid before the day that is six months plus one day after the date of “separation from service”, except as Section 409A of may then permit; and (ii) to the Code by compliance with the short-term deferral exemption as specified in 26 C.F.R. Section 1.409A-1(b)(4) and/or the separation pay exemption as specified in 26 C.F.R. Section 1.409A-1(b)(9) or are intended extent necessary to comply with Section 409A 409A, after the Participant has attained eligibility for Retirement, (A) vesting of any unvested Units under Section 2(b) on account of disability will not apply unless the Code including, but Participant is disabled within the meaning of Section 409A(a)(2)(A)(ii) (or ACTIVEUS 201960492v.27 7 Time-Vested RSU (Double Trigger) any successor provision) and (B) vesting of any unvested Units under Section 2(c) will not limited to, being paid upon disability pursuant to 26 C.F.R. apply in connection with a Change in Control Event unless such Change in Control Event also is described in Section 1.409-3(i)(4409A(a)(2)(A)(v) (or any successor provision), pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(i)(5) or pursuant to a fixed schedule or specified date pursuant to 26 C.F.R. Section 1.409A-3(a), and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, Employer The Company makes no representation representations or warranty and shall have no liability to Employee the Participant or any other person if any provisions of or payments, compensation or other benefits under this Agreement agreement are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code and but do not satisfy an exemption from, or the conditions of, Section 409A of the Code. For all purposes of this Agreement, Employee shall be considered to have terminated employment with Employer when Employee incurs a “separation from service” with the Employer Group within the meaning of Section 409A(a)(2)(A)(i) of the Code. If the Committee determines that severance payments due under this Agreement on account of termination of Employee’s employment constitute “deferred compensation” subject to Section 409A of the Code, and that Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and 26 C.F.R. Section 1.409A-1(i), then such severance payments shall commence on the first payroll date of the seventh month following the month in which Employee’s termination occurs (with the first such payment being a lump sum equal to the aggregate severance payments Employee would have received during the prior six-month period if no such delay had been imposed). For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Committee which are incorporated by reference herein. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and the regulations to the extent that such reimbursements or in-kind benefits are not excepted from Section 409A of the Code, including where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in the Agreement); (ii) the amount of expenses eligible for reimbursement during the calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefitsection.

Compliance with Section 409A of the Code. The payments to be made under this Agreement are intended to be exempt from or compliant with Section 409A of the Code. Specifically, the severance payments and benefits under Section IV.F III.F and Section IV.G III.G hereof are intended to be exempt from Section 409A of the Code by compliance with the short-term deferral exemption as specified in 26 C.F.R. Section 1.409A-1(b)(4) and/or the separation pay exemption as specified in 26 C.F.R. Section 1.409A-1(b)(91.409A -1(b)(9) or are intended to comply with Section 409A of the Code including, but not limited to, being paid upon disability pursuant to 26 C.F.R. Section 1.409-3(i)(4), pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(i)(51.409A -3(i)(5) or pursuant to a fixed schedule or specified date pursuant to 26 C.F.R. Section 1.409A-3(a1.409A -3(a), and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, Employer makes no representation or warranty and shall have no liability to Employee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code and do not satisfy an exemption from, or the conditions of, Section 409A of the Code. For all purposes of this Agreement, Employee shall be considered to have terminated employment with Employer when Employee incurs a “separation from service” with the Employer Group within the meaning of Section 409A(a)(2)(A)(i) of the Code. If the Committee Centuri determines that severance payments due under this Agreement on account of termination of Employee’s employment constitute “deferred compensation” subject to Section 409A of the Code, and that Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and 26 C.F.R. Section 1.409A-1(i), then such severance payments shall commence on the first payroll date of the seventh month following the month in which Employee’s termination occurs (with the first such payment being a lump sum equal to the aggregate severance payments Employee would have received during the prior six-month period if no such delay had been imposed). For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Committee which are incorporated by reference hereinCenturi. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and the regulations to the extent that such reimbursements or in-kind benefits are not excepted from Section 409A of the Code, including where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in the Agreement); (ii) the amount of expenses eligible for reimbursement during the calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

Compliance with Section 409A of the Code. The payments to be made under this Agreement are This agreement is intended to be provide for compensation that is exempt from or compliant with Section 409A of the CodeInternal Revenue Code of 1986, as amended, (“Section 409A”) and shall be interpreted consistently with such intent. SpecificallyAccordingly, the severance payments Participant shall have no right to designate the taxable year of payment. Notwithstanding any other provision of this agreement, if and benefits to the extent any portion of any payment under this agreement to the Participant is deferred compensation subject to ACTIVEUS 201960500v.2 7 Officer Performance RSU (Double Trigger) Section IV.F 409A: (i) if such payment is payable upon his or her separation from service and the Participant is a specified employee as defined in Section IV.G hereof are intended to 409A(a)(2)(B)(i), as determined by the Company in accordance with its procedures, by which determination the Participant (through accepting the agreement) agrees that he or she is bound, such portion of the payment (the delivery of Shares) shall not be exempt paid before the day that is six months plus one day after the date of “separation from service”, except as Section 409A of may then permit; and (ii) to the Code by compliance with the short-term deferral exemption as specified in 26 C.F.R. Section 1.409A-1(b)(4) and/or the separation pay exemption as specified in 26 C.F.R. Section 1.409A-1(b)(9) or are intended extent necessary to comply with Section 409A 409A, after the Participant has attained eligibility for Retirement, (A) vesting of any unvested Units under Section 2(b) on account of disability will not apply unless the Code including, but Participant is disabled within the meaning of Section 409A(a)(2)(A)(ii) (or any successor provision) and (B) vesting of any unvested Units under Section 2(c) will not limited to, being paid upon disability pursuant to 26 C.F.R. apply in connection with a Change in Control Event unless such Change in Control Event also is described in Section 1.409-3(i)(4409A(a)(2)(A)(v) (or any successor provision), pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(i)(5) or pursuant to a fixed schedule or specified date pursuant to 26 C.F.R. Section 1.409A-3(a), and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, Employer The Company makes no representation representations or warranty and shall have no liability to Employee the Participant or any other person if any provisions of or payments, compensation or other benefits under this Agreement agreement are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code and but do not satisfy an exemption from, or the conditions of, Section 409A of the Code. For all purposes of this Agreement, Employee shall be considered to have terminated employment with Employer when Employee incurs a “separation from service” with the Employer Group within the meaning of Section 409A(a)(2)(A)(i) of the Code. If the Committee determines that severance payments due under this Agreement on account of termination of Employee’s employment constitute “deferred compensation” subject to Section 409A of the Code, and that Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and 26 C.F.R. Section 1.409A-1(i), then such severance payments shall commence on the first payroll date of the seventh month following the month in which Employee’s termination occurs (with the first such payment being a lump sum equal to the aggregate severance payments Employee would have received during the prior six-month period if no such delay had been imposed). For purposes of this Agreement, whether Employee is a “specified employee” will be determined in accordance with the written procedures adopted by the Committee which are incorporated by reference herein. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and the regulations to the extent that such reimbursements or in-kind benefits are not excepted from Section 409A of the Code, including where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in the Agreement); (ii) the amount of expenses eligible for reimbursement during the calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefitsection.